Nevada Supreme Court�Commission to Study the Adjudication of Business Law Cases��Friday, January 16, 2026�2:00 p.m. PST��Benjamin P. Ewards�Associate Dean for Faculty Development and Research

Standard Disclaimer

I am appearing on my own behalf and not on behalf of the William S. Boyd School of Law, the University of Nevada, Las Vegas, or the Nevada System of Higher Education. The views and opinions expressed are my own.

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Unless our speakers indicate otherwise, the views and opinions they express are their own and should not necessarily be attributed to or characterized as the official position of any organization they may belong to or be affiliated with.

General Objectives

• Provide information to the Commission about national trends, recent developments, and perspectives that might not otherwise be readily available.

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Speakers

• Anthony Rickey
• Eric Talley & Dorothy S. Lund
• Megan Wischmeier Shaner
• Jessica M. Erickson
• Christopher J. Babcock
• Jai Ramaswamy
• David J. Berger

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Recent Statistical Data

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Source: Andrew Verstein, The Corporate Census (Jan. 12, 2026)

Long Term Trends

Out of State Formation

Corporations to Human Residents

Nevada’s Rapidly Growing Population

Most Recent Data - 2025

• Delaware Growing Market Share

The Model Act

Expect Many More LLC Cases �Than Corporate Cases

Reincorporation Trend Rising

• During the 2025 proxy season, 18 of 28 companies (64.3%) with reincorporation proposals on their ballots proposed leaving Delaware (vs 23.5% in 2024) (Glass Lewis)

The 2025 Scoreboard - Announcements

2025 Scoreboard - Successful Moves

Three Types of New Nevada Public Companies

• Large founder-led companies

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• Large public companies with strong operational ties to Nevada

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• Micro/Nanocaps
• Franchise Fee Material

Company Preference�Nevada’s Statutory Framework

• Statutory Focus – Cannae Proxy (2024)
• We believe that the recent variety in and unpredictability of judicial interpretation in the Delaware courts will have a chilling effect on corporate decision making, which could result in a company not engaging in transactions potentially beneficial to stockholders. Nevada courts follow a more statute-based approach to director and officer duties that is less dependent on the vagaries of judicial interpretation in the Delaware courts. . . . The Board believes that Nevada’s statute-based approach provides greater certainty for corporate decision making, which, in turn will benefit our stockholders.

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Thank You!