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January 21, 2025

Why do businesses choose Delaware for jurisdiction?

SIOUX FALLS, S.D. (KELO) — If you’ve ever been to a big sports event or concert, chances are, you’ve come across some form of Daktronics equipment.

“We’re certainly pleased with the presence we have in the sports markets and the trust that, not just the NFL, but sporting teams worldwide have in our equipment,” Reece Kurtenbach told KELOLAND News in 2016.

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On Tuesday morning, the South Dakota-based business announced plans to move its jurisdiction to Delaware. KELOLAND News reached out to Daktronics for an interview but was declined.

In a news release, CEO Reece Kurtenbach says, “Delaware is the legal domicile for most large, publicly traded companies, and its corporate law is well understood, clear and predictable…”

Daktronics isn’t the first business to switch up its ‘legal home.’ In fact, several organizations choose Delaware for their legal incorporation.

Knudson School of Law associate professor Robert Miller said that compared to every other state, Delaware has advantages both in its corporate law and the judiciary that interprets it, making it rather business-friendly.

“As an entity, if you incorporate originally in Delaware or you re-incorporate in Delaware, you are bound by what is called the Internal Affairs Doctrine,” Miller said. “That means that the internal affairs of the entity or decisions that are made internally within the entity are governed by the law of the jurisdiction where you are incorporated or organized.”

But that’s not what always pushes an organization to change its jurisdiction. Miller said the east-coast state has been ‘ahead of the queue’ in corporate law for a long while. As a result, there’s become a deeper body of precedent, a decision that’s become a model for future similar issues.

“If you incorporate or organized there, then those internal affairs would be governed by that body of case law,” Miller said.

Miller said differences in Delaware and South Dakota law are modest, and he doesn’t believe those differences themselves are what make companies switch to a Delaware jurisdiction.

“It really does come down to the predictability that comes from the precedent as well as the juris. The other part and parcel of that is the lawyers who do the organizing,” Miller said. “If you’re a lawyer and you want to provide the best representation for your client, you’re going to choose the best place for the entity to organize, which for most folks, you could certainly make the argument is Delaware.”

In a news release, Daktronics says if the change is approved by shareholders, it will not impact business operations in South Dakota, and the organization’s headquarters will remain in state.