HB1419

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.

Chair and Members of the Committee, Thank you for the opportunity to submit this testimony in support of HB1419, I offer this statement as both a New Hampshire native and the former CEO of As Seen On TV, where I worked extensively with entrepreneurs, manufacturers, distributors, and investors across the country. From that perspective, I strongly support steps that make a state more predictable, efficient, and attractive for business formation and investment. Businesses thrive where the rules are clear and disputes are resolved efficiently. In my experience, one of the most important factors companies consider when choosing where to headquarter, locate, or expand, is the quality and reliability of the legal system. A specialized chancery court signals that a state understands modern commercial realities and is committed to resolving complex business matters with expertise and consistency. Commercial disputes, such as contract interpretation, fiduciary duties, shareholder disagreements, or corporate governance issues, often require judges who regularly handle these specific areas of law. When courts develop deep familiarity with business matters, outcomes become more predictable. Predictability reduces risk, and reduced risk attracts capital. As a business operator, I can say firsthand that uncertainty in litigation affects decisions long before a case ever reaches trial. Investors ask: How long will disputes take? Will judges have experience with corporate structures? Will rulings be consistent? A chancery court provides a strong answer to those questions. It tells the business community that New Hampshire is serious about creating a stable legal environment where companies can innovate and grow with confidence. New Hampshire already offers many advantages: a talented workforce, quality of life, and a pro-business culture. Establishing a chancery court would complement those strengths by aligning the state with jurisdictions that are widely respected for efficient handling of commercial matters. It would help position New Hampshire as a competitive destination for incorporations, relocations, and long-term investment. Importantly, this is not merely about large corporations. Small and medium-sized businesses benefit just as much, if not more, when disputes are resolved quickly and expertly. For growing companies, prolonged litigation can divert resources away from hiring, product development, and expansion. A specialized forum focused on commercial issues can help businesses resolve conflicts sooner and move forward. From my years leading a consumer products company that worked with countless entrepreneurs and partners, I have seen how legal infrastructure influences economic decisions. States that invest in modern commercial courts send a strong message: we value business growth, innovation, and fairness. HB1419 moves New Hampshire in that direction. I respectfully encourage the committee to support this bill as a practical, forward-looking step toward strengthening New Hampshire’s reputation as a premier place to build and grow businesses. Thank you for your time and consideration. Ron Rule Langdon, NH

This is an opportunity for NH law and revenue. It clearly works for Delaware, and corporations should have another option to utilize a Court of Chancery.