EGC Corporate Governance Practices (May 2018)

EGC Corporate Governance Practices: A Survey and Related Resources PAGE 3 State of Incorporation Of the 648 domestic companies, approximately 86.4% were incorporated in Delaware, followed by Maryland (approximately 5.4%), Texas (approximately 1.23%), and Nevada (approximately 0.93%). Figure 3 : N=648. * Excludes FPIs. All but three of the Maryland-incorporated issuers were real estate investment trusts (“REITs”) because Maryland’s corporate law has specific accommodations for REITs . 3 Controlled Companies Controlled companies represented approximately 17.2% of the 848 EGCs. The securities exchanges exempt controlled companies from certain requirements. To the extent “control” was relevant, we note that below. 3 For additional information, see our Frequently Asked Questions about Real Estate Investment Trusts, available at https://media2.mofo.com/documents/faq_reit.pdf , and our REIT IPOs: A Quick Guide, available at https://media2.mofo.com/documents/180305-quick-guide-reit-ipos.pdf . Delaware; 560 Maryland; 35 Texas; 8 Nevada; 6 All Others; 39 State of Incorporation* (By Frequency) Delaware Maryland Texas Nevada All Others Both the NYSE and the Nasdaq define a “controlled company” as one in which more than 50% of the voting power is controlled by an individual, a group, or another company. Many private equity-backed and venture capital-backed IPO issuers choose to be considered controlled companies, at least for a period following their IPOs while the sponsors remain significant holders. See Appendix E for additional information about controlled companies.