Should We All Move to North Dakota?

Quick -- what do these companies all have in common?

Stock

Market Cap

Dividend Yield

5-Year Annual Return

Southwest Airlines (NYSE: LUV  )

$5.0 billion

0.3%

(15.4%)

Oshkosh (NYSE: OSK  )

$874 million

3.5%

(13.8%)

Hain Celestial

$694 million

0.0%

(0.8%)

Lowe's (NYSE: LOW  )

$27.7 billion

1.7%

(5.8%)

Qwest Communications (NYSE: Q  )

$7.5 billion

7.4%

5.6%

Whole Foods Market (Nasdaq: WFMI  )

$2.6 billion

0.0%

(14.3%)

Amgen (Nasdaq: AMGN  )

$50.0 billion

0.0%

(1.7%)

PG&E

$13.6 billion

4.7%

8.4%

Source: Yahoo! Finance.

I don't think you'll get it, so let me help: They've all been asked to reincorporate -- in North Dakota!

You probably know that most public companies like to be incorporated in Delaware, which boasts more than 60% of the Fortune 500 companies. Well, North Dakota is now offering an intriguing alternative, thanks to some shareholder-friendly laws it passed in 2007 that reportedly help shareholders nominate board members and have a say on executive compensation. And as Michelle Leder at footnoted.org has discovered, the proxy statements of these companies and others include shareholder proposals to reincorporate in North Dakota.

If you're envisioning lots of companies suddenly sending envoys to Fargo, and investors scouring fine print to see whether a company is incorporated in the Peace Garden State before investing … well, envision again. I see a few problems with that scenario:

  • For starters, since the laws favor shareholders and not management, I expect managements to resist the suggestion that they reincorporate. After all, management teams do have a long track record of resisting shareholder proposals, such as ones asking for some of the reforms that the North Dakota laws would bring -- like having a say on executive pay.
  • Then there's this matter: As Leder points out, such resolutions don't necessarily bind the company to do anything.

On the other hand ...
Still, we needn't give up all optimism over this development. As more and more companies are asked to reincorporate, the message will grow stronger that shareholders want a new relationship with their companies -- they want more say and more power. It's not even a new message that Americans have grown increasingly frustrated with Wall Street's ways, such as over-the-top CEO compensation.

And in receiving that message, companies can always enact new rules and policies that serve shareholders better, without leaving their Delaware incorporation.

In the meantime, we'll probably see this issue come up more and more, and some companies might actually reincorporate. Investor/activist/thorn-in-management's-side Carl Icahn is behind some of the proposals, and it looks as though he'll succeed in getting American Railcar Industries (Nasdaq: ARII  ) to be the first to move, since he controls more than 50% of its shares. We may see newly incorporating companies opt for North Dakota, too, perhaps in an effort to look good to potential investors.

Learn more about the role of management in your investing and what to look for in companies:

Longtime Fool contributor Selena Maranjian owns shares of Amgen. Whole Foods Market is a Motley Fool Stock Advisor recommendation. Try our investing newsletter services free for 30 days. The Motley Fool is Fools writing for Fools.


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