Kevin Tupy

We are moving the state of our incorporation from Delaware to Nevada. It used to be a no-brainer to start a company and incorporate in Delaware. That’s no longer the case. We're not the first - Dropbox, Tripadvisor and Tesla have already left. Why we're moving (and why you should consider too): - Business Judgment Rule: Delaware’s rule is based on judicial decisions and can change. Nevada codifies it in statute, making it more predictable and less subject to court reinterpretation. - Liability: Nevada protects directors and officers from personal liability unless a plaintiff can prove intentional misconduct, fraud, or knowing legal violations. - Books + Records: In Nevada, only shareholders with 15% or more ownership can inspect records, reducing legal fishing expeditions. - Courts: Delaware’s court advantage is fading. Nevada is modernizing with judge appointments and jury trial waivers to handle complex business disputes.