Official Home of the DExit Movement. ๐บ๐ธ Americaโs business migration, tracked in real time. Companies, capital & talent leaving high-cost, high-risk states
๐จ TODAY: A NASDAQ COMPANY THAT TRIED TO LEAVE DELAWARE FOR NEVADA IS HOLDING A SHAREHOLDER VOTE TO FIX A REINCORPORATION THAT NEVER LEGALLY HAPPENED.
Twin Vee PowerCats filed to convert from Delaware to Nevada in April, then discovered that only about 19.5% of its outstanding shares had approved the move โฆ not enough under Delaware law. The company unwound the filings and acknowledged that its subsequent 1-for-37 reverse stock split was also a defective corporate act because it was never legally a Nevada corporation.
Shareholders are voting today to ratify the split under Delaware law and clean up the corporate record.
For corporate lawyers watching DExit, this is a fascinating case study in how badly the mechanics of a state-to-state move can go if the approval process is mishandled.