Oppenheimer seeks to change jurisdiction of incorporation to Delaware
The favorable corporate laws and court system in Delaware attracts another suitor.
On March 10, 2009, the Board of Directors of Oppenheimer Holdings Inc. approved a
change of the jurisdiction of incorporation of Oppenheimer from the federal jurisdiction
of Canada to the State of Delaware, subject to the approval of Oppenheimer’s
shareholders. The change of jurisdiction is expected to be accomplished through a
“domestication” under Delaware law.
The principal reasons for the proposed change in jurisdiction are as follows:
• The simplification of the overall corporate structure of Oppenheimer and
the anticipated tax efficiencies and other benefits;• Greater acceptance of Oppenheimer in the capital markets and improved
marketability of its Class A Shares, which may enhance shareholder value
over the long term;• Potential eligibility to participate in US government financed programs
that are limited to entities organized in the United States; and• The favorable corporate environment in Delaware, including timely
revisions to its statutes in response to corporate developments and the
sophistication of its courts, should assist us in competing more effectively.
For purposes of Delaware law, upon its Delaware domestication Oppenheimer will be
deemed to be the same entity as it was in Canada and will continue to hold the same
assets, property, rights, liabilities and obligations. The domestication will not interrupt
the trading market for Oppenheimer’s Class A non-voting shares and each outstanding
Class A non-voting share and Class B voting share will remain issued and outstanding as
shares of the Delaware corporation. Oppenheimer’s executive officers and directors will
remain unchanged.
View the company Press release:
Oppenheimer Holdings Inc. to Move to the United States
Oppenheimer joins a long list of public companies that have decide to make Delaware their corporate home, including Goldman Sachs Group, GM & Google.
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