Sphere owner wants to make Nevada home — on paper
The Sphere has been wowing guests in Las Vegas for more than a year with its immersive entertainment.
Now, the company behind the $2.3 billion venue wants to make Nevada its home — at least on paper.
Sphere Entertainment Co. said in a securities filing last week that it wants to shift its incorporation from Delaware to Nevada. It cited its already-big presence in the state, as well as more predictability in decision making, lower administrative costs and reduced risk of “opportunistic litigation” against the New York-based company and its leadership.
The company, led by CEO James Dolan, pointed to an increased frequency of “claims and litigation in Delaware brought against corporations and their directors and officers,” saying this creates “unnecessary distraction and costs for businesses.”
Meanwhile, two other Dolan-led companies — Madison Square Garden Entertainment Corp. and Madison Square Garden Sports Corp. — said in securities filings Monday that they also want to shift their incorporation from Delaware to Nevada.
Minimal disclosure requirements
Delaware has long led the pack nationally for drawing out-of-state entities, especially publicly traded companies. But lately, Nevada has been siphoning business.
Nevada offers financial and legal protection for executives and layers of secrecy for ownership, companies have explained. Business owners don’t have to live here to incorporate in Nevada, nor does their company need to be here either.
Travel site Tripadvisor sought to move its incorporation here from Delaware, saying in a securities filing that Nevada law allows a “broader exclusion of individual liability” of a company’s officers, directors and stockholders.
There are also “minimal reporting and corporate disclosure requirements” under Nevada law, and shareholders’ identities are not a matter of public record, according to Applied UV, a disinfectant seller that reincorporated from Delaware to Nevada in 2023.
Tech firm Dropbox has unveiled plans to make the same move. Hedge-fund magnate Bill Ackman, a big shareholder in Summerlin developer Howard Hughes Holdings, also said he was looking to reincorporate his management company in Nevada, though he later said he was also eyeing Texas.
Overall, Nevada generated around $183 million in revenue from new registrations and other business-entity fees in 2023, according to Secretary of State Francisco Aguilar’s office.
‘Billionaire’s bill’
Delaware, which generates huge windfalls of revenue from corporate franchise taxes, is trying to find ways to keep businesses happy.
Gov. Matt Meyer recently signed a bill that, according to his office, provides a “critical update” to Delaware corporate law and was developed with business leaders and legal experts.
The measure, which critics labeled the “billionaire’s bill,” makes it harder for investors to sue over certain deals involving controlling shareholders, Reuters reported.
The bill also was poised to make it harder for minority shareholders to inspect company records, corporate law firm Riggs Davie has said.
Contact Eli Segall at esegall@reviewjournal.com or 702-383-0342.
