Delaware is, and has been for quite some time, the preeminent jurisdiction for incorporation and corporate law in the United States. Notwithstanding Delaware’s longtime leadership in these arenas, other states, such as Nevada and Texas, are attempting to grow their corporate franchise, a byproduct of which has led to several disputes in Delaware applying Delaware corporate law to corporate conversions in jurisdictions other than Delaware (e.g., a Delaware corporation converting to a Nevada corporation). The Delaware Court of Chancery’s decision in Gunderson v. The Trade Desk is an example a conversion dispute.

The Trade Desk, Inc. (the company) was a Delaware corporation. In September 2024, the company’s board recommended reincorporating in Nevada through a conversion under 8 Del. C. Section 266. Conversions under 8 Del. C. Section 266 require approval by a majority of a company’s shares. Given the 49% ownership stake of the company’s controlling stockholder, approval by a majority was likely to occur.