Shearman & Sterling LLP IPO Corporate Governance | 63
Although Delaware continues to be the most popular state of incorporation for
IPO companies, the percentage of Delaware-domiciled corporations in 2018 again
declined slightly compared to prior years.
Number of IPOs surveyed State of Incorporation
% incorporated
in Delaware
% incorporated
in another state
% incorporated
in Delaware
% incorporated
in another state
2016
2018
% incorporated
in Delaware
% incorporated
in another state
% incorporated
in Delaware
% incorporated
in another state
2015
COMPARING IPOS FROM 2015 TO 2018
In order to evaluate the impact of the ISS policy and voting recommendations, we examined IPOs that were priced
with a size of at least $100 million to analyze governance practices that we would expect to be considered problematic
by ISS. Foreign private issuers, special purpose acquisition companies, master limited partnerships and real estate
investment trusts were excluded. IPOs were roughly evenly split between the NYSE and Nasdaq.
59
61
62
32
2015
2016
2017
2018
95%
5%
94%
6%
89%
11%
2017
90%
10%
Controlled Companies
Of the 61 companies surveyed
for 2018
31%
remained controlled companies
(after the IPO) (i.e., more than
50% of the voting power was
owned by a single person
or group)
for the 2016
cohort
for the 2017
cohort
45% 53% 72%
for the 2015
cohort
