Carol Pratt

My name is Carol Pratt, and I live in Dover. I am a retired corporate lawyer, having worked for 40 years in Boston representing start-ups, venture capital financed companies, and corporations on the verge of initial public offerings. My clients often decided to incorporate in Delaware, regardless of their physical location, because Delaware has deliberately built and maintained the most attractive legal environment for businesses in the United States. Delaware benefits by collecting billions in annual fees and franchise taxes from companies incorporated there, not to mention a strong, business-friendly reputation among business owners, board members, and executives. As a corporate lawyer, I would often advise corporations to incorporate or reincorporate in Delaware because of its well-developed, clear and flexible corporate law and its dedicated and specialized Court of Chancery. The Chancery Court has built a large and sophisticated body of case law, creating precedents that provide predictability for executives, boards and shareholders. However, in recent years, a few unpopular Chancery Court decisions have opened a slight fissure in Delaware’s primacy, raising the possibility that another state could develop its own legal infrastructure to compete with Delaware in this domain. Could that state be New Hampshire? Given the potential advantages, I believe that the legislature has a duty to seriously consider this question. HB 1419 does not answer the question, but provides a process and framework for considering it. I strongly urge the committee to send HB 1419 to the full House with an “ought to pass” recommendation.