Three days after Delaware’s governor, Matt Meyer, signed into law controversial amendments to Delaware's General Corporation Law, another publicly traded company filed preliminary proxy materials with the Securities and Exchange Commission seeking stockholder approval of a reincorporation in Nevada.
"Fugit inreparabile tempus"*
Tempus AI, Inc. describes itself as "a healthcare technology company focused on bringing artificial intelligence and machine learning to healthcare in order to improve the care of patients across multiple diseases". Although its principal executive offices are in Chicago, Illinois, it was incorporated in Delaware. Tempus' proxy materials emphasize Nevada's "statute focused" approach and its board's belief "that Nevada can offer more predictability and certainty in decision-making because of its statute-focused legal environment". The company also faults the litigation environment in Delaware:
The Board also considered the increasingly litigious environment in Delaware, which has engendered less meritorious and costly litigation and has the potential to cause unnecessary distraction to the Company's directors and management team and potential delay in the Company's response to the evolving business environment. The Board believes that a more stable and predictable legal environment will better permit the Company to respond to emerging business trends and conditions as needed.
I expect that Tempus' board was aware of the Delaware legislation, but the changes were not enough to convince it to remain in the Blue Hen state.
* Time flies irretrievably. Publius Vergilius Maro, Georgics, Liber III.