↑
© Shutterstock/Miguel Lagoa
Governance fit for purpose
Roblox is a US-incorporated gaming platform company. At its 2025 annual general meeting (AGM), shareholders were asked to approve a proposal to reincorporate from Delaware to Nevada. This topic has become more prominent across founder-led, dual-class US companies. Ahead of the vote, we held a call with the company's chief executive officer (CEO), chief financial officer (CFO) and legal team to understand the board's rationale and the governance trade-offs for long-term shareholders.
Roblox’s management team explained that they had assessed multiple jurisdictions (including Delaware, Nevada and Texas), and that the decision to choose Nevada was primarily driven by a desire for a more predictable legal framework to support the company’s long-term strategy. They argued that Delaware’s traditional strengths of deep case law and Chancery Court precedent have, in their view, become less reliable due to unpredictable judicial reinterpretations. By contrast, Nevada’s statute-based approach provides more clarity in advance. Additional factors raised included Delaware’s low threshold for books-and-records requests under Section 220, which they associated with rising costs from unmeritorious litigation. In determining our voting intentions, we considered this alongside our own comparative assessment of shareholder protections and the company’s governance context. While we remained mindful of potential implications for minority shareholder rights, we ultimately found the company’s rationale compelling and therefore supported the reincorporation proposal.
Continuously held since: 2022 Holding as at end 2025: 3.20 percent
In determining our voting intentions, we considered this alongside our own comparative assessment of shareholder protections and the company's governance context. While we remained mindful of potential implications for minority shareholder rights, we ultimately found the company's rationale compelling and therefore supported the reincorporation proposal.
The proposal passed after receiving approximately 70 percent support, which we believe to be in the best interests of all shareholders. However, we will continue to monitor how the company uses the flexibility provided by the new legal framework to ensure that outcomes are aligned with our clients' long-term interests.