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Technology Stocks : THQ,Inc. (THQI) -- Ignore unavailable to you. Want to Upgrade?

To: Sigmund who wrote (6492)	6/30/1998 9:56:00 AM
From: Jim Willie CB	Read Replies (1) \| Respond to of 14266

state incorporation sometimes gives the company a tax advantage for doing business in specific regions... I read Staples separated (opposite move) its western operations to reduce taxes on profits out there, and avoid heavier taxes in Massachusetts (a socialist state where HQ located) ... so Staples is two companies for tax purposes ... read that somewhere does THQ have any offices in Delaware? / Jim Willie

To: Sigmund who wrote (6492)	6/30/1998 10:18:00 AM
From: CuttotheCore	Respond to of 14266

Sigmund, I am sure Todd will respond to your satisfaction, but this reincorporation was a significant issue at the '97 annual meeting. The reincorp, along with the 97 option increses were both opposed on the mf board. In fact, the reincorp necessitated either an extension of time to garner the necessary votes or a second vote, anyway it was close. BF campaigned for the reincorporation. My recollection is that mgmt has the most leeway in any actions, if taken under auspice of Del. corp structure, including (significantly) takeover remedies and interpretation of what is in the best interests of the co. vs. what is the best interests of shareholders. Mgmt. wanted it, got it, but had to work hard to get the votes, some could interpret this as a show of both strength and finally support from the mf board/shareholders. Psychgologically, this small recount (extension) was a factor in the mf board actually taking on the directors in 98, and I think (more importantly) mgmt. giving credibility to the mf board opposition (to whatever extent they did). All imho, stx79.

To: Sigmund who wrote (6492)	6/30/1998 4:17:00 PM
From: Jeff Bond	Read Replies (1) \| Respond to of 14266

Deleware Coprorations - 1. The name/address of directors need not be published. 2. One of the lowest costs to form corporation, and only $50 annual Franchise Tax 3. Deleware has "Court of Chancery" for corporations, with established precedent 4. No need to have bank account in Deleware 5. No state corporate income tax on corporations not operating in Deleware 6. No personal income tax on shares owned by holders outside Deleware Believe it or not, I think #6 makes a big difference in tax rates for the people who are receiving LARGE stock options. Also, #3 is a very important factor, in case THQI ever were to be sued (by anyone, including the shareholders). Califiornia has an alternate minimum corporate tax established to ensure corporations formed in Deleware, but doing business in California pay their "fair share". I call it robbery, they call it revenue, others call it the source of their bi-monthly checks. Whatever, the tax advantage of being in incorporated in Deleware is not as large as you might expect, especially for a company doing business in California. None the less, it was a solid move, and it sure makes the stock options go a lot farther for those collecting shares. I'm happy they moved to Deleware for the "Court of Chancery" factor, it provides clear cut precedent which heavily favors protecting the corporation. Rugrats, JB