The Delaware dam may not be bursting but there are signs that it is leaking. In an earlier post, I observed that despite all of the talk, I had not found many recent examples of publicly traded companies reincorporating in Nevada. Recently, I happened upon another public Delaware corporation with plans to leave the Blue Hen State for the Silver State.

In late April, P.A.M. Transportation Services, Inc. filed a Form 8-K disclosing that its board of directors had approved a proposed plan of conversion pursuant to which it would convert into a Nevada corporation. 

The company has not yet filed a proxy statement and its other recent filings do not provide a reason for the planned conversion. Curiously, one news site, Talk, Business & Politics, stated:

"The filing noted that directors of the company, as a Delaware corporation, might be required “to accept an offer from the highest bidder regardless of the effect of such sale on the corporate constituencies other than the stockholders. Thus, the flexibility granted to directors of Nevada corporations when making business decisions, including in the context of a hostile takeover, are greater than those granted to directors of Delaware corporations.”

I have read the filing several times and do not find this statement. I have reached out to the reporter for clarification as to the source of this statement.