DExit After Rutledge: Advising Boards on Reincorporation to Texas and Nevada

Albert Z. Kovacs, Shareholder | Brownstein Hyatt Farber Schreck, LLP

Albert Z. Kovacs is a shareholder in the Las Vegas office of Brownstein Hyatt Farber Schreck, where he counsels clients on corporate governance and mergers and acquisitions under Nevada law, in transactions and litigation, as lead or local Nevada counsel. As vice chair of the Executive Committee of the State Bar of Nevada’s Business Law Section, he has had a substantial hand in shaping, and frequently drafting, Nevada’s corporation and LLC statutes and policy in recent years. He is especially well suited to this program: he helps

write the Nevada corporate statutes that boards now weigh as an alternative domicile, has co-authored commentary on corporate migration to Nevada and on the state’s move toward a dedicated business court, and advises on Nevada governance issues in deals and disputes, bringing an insider’s view of how Nevada law is built and how it works for companies that choose it.

• Education & Credentials

Mr. Kovacs received his J.D., magna cum laude, from Duke University School of Law in 2002, where he was elected to the Order of the Coif and served on the editorial board of the Duke Law Journal. He earned his A.B., summa cum laude, from Wabash College in 1999 and was elected to Phi Beta Kappa. He is admitted to practice in Nevada and New York.

• Recognition & Leadership

Mr. Kovacs is ranked in Chambers USA (2014–2026) and The Best Lawyers in America (2013–2027), which named him Las Vegas Lawyer of the Year for Corporate Law (2021), Mergers and Acquisitions Law (2022), and Business Organizations (2023). The Legal 500 placed him on its 2024 M&A Private Practice Powerlist for the USA region.

• Professional Involvement

Mr. Kovacs is vice chair of the Executive Committee of the State Bar of Nevada’s Business Law Section and a member of the Clark County Bar Association, the American Bar Association, and the New York State Bar Association.

• Experience

Mr. Kovacs co-authored “Home Means Nevada: Corporate Migration to the Silver State” in Nevada Business (2025) and has written on Nevada’s 2025 corporate legislation and dedicated business court initiative. He previously taught business ethics and legal studies as a teaching assistant professor at the University of Denver’s Daniels College of Business, and began his career at Cleary Gottlieb Steen Hamilton LLP in New York.

Wendy Grasso, Counsel | Fenwick & West LLP

Wendy Grasso is counsel in the New York office of Fenwick & West LLP, where she practices in the firm’s corporate, corporate governance, and mergers and acquisitions groups. She counsels public and private companies, and their boards, on governance and environmental, social, and governance (ESG) matters, covering everything from policy design and risk assessment to shareholder engagement, activism, and the disclosure, reporting, and compliance obligations that follow. She is especially well suited to this program: she advises boards on governance practice and

shareholder engagement, handled SEC reporting, stock exchange compliance, and corporate reorganizations for public companies as a partner at an international firm, and contributes to Fenwick’s publications on proxy season results and SEC proxy rulemaking, bringing the perspective of a governance adviser who understands how a board’s record and disclosures will be read by the stockholders asked to approve them.

• Education & Credentials

Ms. Grasso earned her J.D., cum laude, from the University of Pittsburgh. She also holds an M.A. in Teaching from the University of Charleston and a B.S. in Psychology from the University of Richmond. She is admitted to practice in New York and Pennsylvania.

• Recognition & Leadership

Before joining Fenwick, Ms. Grasso was a partner at an international law firm, where she represented public companies across their securities, governance, and transactional needs.

• Professional Involvement

Ms. Grasso contributes to Fenwick’s securities and governance publications, including its review of 2026 proxy season results in Silicon Valley and at large companies nationwide, its analyses of the SEC’s proposals to modernize the proxy solicitation rules and to rescind Rule 14a-8 while amending Rule 14a-4, and the firm’s recurring Securities Law Updates.

• Experience

Ms. Grasso’s governance work spans ESG developments and best practices, the design and implementation of policies, the identification and assessment of risk, and engagement with shareholders and activists, together with ESG-related disclosure, commercial requirements, reporting, and regulatory compliance. In her prior partnership, her public-company practice included securities law and stock exchange compliance, SEC reporting and disclosure, corporate governance, public and private equity offerings, mergers and acquisitions, and other corporate restructurings and reorganizations.

SESSION 1 – The Post-Rutledge Domicile Decision: Delaware After SB 21 and the Competing Texas and Nevada Regimes | Albert Z. Kovacs | 2:30pm – 3:30pm

This session takes stock of the reincorporation landscape after the Delaware Supreme Court’s February 2026 decision in Rutledge v. Clearway Energy Group upheld SB 21 against constitutional attack, leaving boards to compare a stabilized Delaware against two increasingly credible alternatives. Attorneys will learn what Rutledge actually settled about the Section 144 safe harbors and the narrowed books-andrecords right, how Maffei v. Palkon frames the standard of review for the decision to leave and where entire fairness still reaches a conversion, what Texas SB 29 and the Texas Business Court deliver in practice, and how Nevada’s AB 239 regime compares for controlled and founder-led issuers. Attendees will leave able to run a defensible domicile comparison for a specific client rather than a general one, and to tell the board which of the advertised advantages of Texas and Nevada would actually change the outcome of the litigation that company is likely to face.

BREAK | 3:30pm – 3:40pm

SESSION 2 – Executing the Exit: Board Process, Disclosure, Mechanics, and Litigation Exposure | Wendy Grasso | 3:40pm – 4:40pm

This session moves from the domicile comparison to the execution of a reincorporation, treating the board record, the proxy, and the closing mechanics as the places where these transactions are won or lost. Attorneys will learn how to build a board record that earns business judgment deference and when a special committee is worth the cost, how to draft the comparative disclosure that institutional holders and proxy advisors will scrutinize, how to choose among conversion, merger, and holding company structures given tax, contract, and consent constraints, and how to anticipate the pre-closing and postclosing litigation the move invites. Attendees will leave with a sequenced execution plan, a checklist of the charter and bylaw terms that should be rewritten at the moment of the move rather than later, and a realistic account of what changes for the client the day after the certificate is filed.