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    Dillard’s Seeks to Reincorporate in Texas

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    Delaware is becoming an unpopular state for corporations.

    This week, Dillard’s Inc. disclosed that it wants to reincorporate its business in Texas, and get out of Delaware. Since 1964, Dillard’s has been incorporated in Delaware where many other retail companies and other businesses have been incorporated.

    Dillard’s decision to reincorporate in Texas, which is subject to a shareholder vote, is partly due to recent decisions in Delaware courts involving other companies and corporate matters unfavorable to controlling stockholders. One such prominent case recently involved a ruling in Delaware voiding massive compensation for Elon Musk at Tesla. Consequently, Tesla decided to reincorporate in Texas last year.

    But a number of other major companies have also reincorporated away from Delaware this year, including the Simon Property Group, which reincorporated in Indiana, and the Trump Media & Technology Group, which incorporated in Florida.

    Dillard’s is also citing tax liabilities and other costs associated with being incorporated in Delaware.

    Earlier this year, Dillard’s authorized a special committee to examine reincorporating in Texas. Following “an extensive process” Dillard’s indicated in a filing with the Securities & Exchange Commission, the committee determined the move should be made. The committee retained the law firms of Vinson & Elkins and Young Conaway Stargatt & Taylor, a Delaware firm, for help on the matter.

    “The special committee concluded that Texas’ statute-focused approach would likely foster more predictability than Delaware’s common law approach, and that predictability could be a competitive advantage,” the filing indicated.

    The Little Rock, Ark.-based retailer also cited “recurring franchise tax and escheatment liabilities in Delaware, and the apparent increase in contingency fee-driven stockholder litigation in Delaware and resulting increase in insurance premiums for director and officer insurance.” As such, the company believes leaving Delaware would lower its costs.

    In addition, Dillard’s operates 55 stores in Texas, making it the state with the retailer’s largest presence. According to the filing, “The Texas reincorporation reflects the company’s strong operational nexus in Texas, preserves stockholder economic and votings rights, with expansion of rights to call a special meeting or act by unanimous written consent, may reduce frivolous litigation, and will create cost savings in terms of annual franchise tax cost and management time.”

    Dillard’s also stated that it does not have any legal proceedings pending in Delaware.

    William Dillard 2nd, chairman and chief executive officer; Alex Dillard, president; Mike Dillard, executive vice president, own 27.4 percent, 27.9 percent and 26.3 percent, respectively, of the outstanding voting stock.



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