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Delaware vs Nevada vs Wyoming

Asked by: Matthew - 21 October, 2011
https://d25eic0jctudgb.cloudfront.net/images/site/avatars/default.png-f1597c1da25f30f8c1a941405e8391c8 In the section comparing incorporation advantages between Delaware, Nevada, and Wyoming, it is stated that a Delaware Corporation Director may determine the value at which to sell shares of stock? Does that standard also apply in Nevada and Wyoming?
Answered by: Roman Fichman, Esq. - 29 October, 2011
https://d25eic0jctudgb.cloudfront.net/images/site/avatars/441.jpg-afd0fd6c303e291a6b8e74727d4f86a1 Matthew,

In general, as a basic principle of corporate governance, the directors (not the shareholders) control the decision to set the valuation and sell the company (subject to any preemptive rights the shareholders may have).

I imagine this is true in Nevada and Wyoming as well, but I'm not sure. One also needs to distinguish valuation of equity from valuation of options which a director can no longer set independently. These days, valuation of options is set by the relatively new IRS mandate for a '409a valuation process'.

I hope that answer helps.

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