Startups in the UK are increasingly considering a “Delaware flip,” which places a U.S. holding company above their UK business, to attract U.S. investors and potentially qualify for favorable tax treatment. However, the restructuring can involve significant costs, tax implications and challenges if companies later seek to reverse it, without guaranteeing better access to capital.

Speaking to Bloomberg, Emerging Companies & Venture Capital partner Sarah Melaney highlighted a broader tension: decisions that make commercial sense for individual companies could, collectively, weaken the UK’s public equity markets.

“For a life sciences start-up, accessing U.S. capital may be essential to funding clinical development,” she said. “A Delaware flip can facilitate that and orient the company towards U.S. investors, advisers and an eventual U.S. listing or acquisition.”

“My concern,” Melaney added, “is that the UK market gets caught in a reinforcing cycle: a thinner investor base then makes London less attractive to the next company considering a listing.”

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