docs(otc): add audience + DEXIT motivation + appeal strategy (sec 4d)

Grounded in real reincorporation proxies. WHO: microcap CEO/founder/CFO/secretary
(no legal dept -> decision-maker, not gatekeeper). WHAT they want: (1) cut the DE
franchise tax -- the hard-dollar driver; real proxy shows a pre-revenue startup
paid $23,600 DE franchise tax vs ~$1,000 in NV; (2) stronger D&O liability shield
(NRS 78.138); (3) escape DE's 2024 case-law shift; (4) TXSE/story optionality.
HOW to convert: lead with their dollar math not features, productize the dread
(flat fee, we do filing legwork, lawyer just signs), recommend the destination,
stack recurring RA + annual-report revenue, de-risk with guarantee + verifiable
sources.

docs/research-otc-markets-lead-source.md

@@ -113,6 +113,37 @@ Read:
 
 **Implication for our offer + script:** lead the campaign with the broad hook ("leaving Delaware? we handle the conversion") and let the client pick **Nevada (cost/liability), Texas (court + TXSE + growth), or Florida.** In the lead CSV we prioritize **DE/NV-incorporated** issuers (DE = ripe to leave; NV = already made one move, open to optimizing / re-domesticating their HQ state), since those are where the conversation lands. A TBOC Ch.10-style conversion exists in NV (NRS Ch. 92A) and FL too, so the same flat-fee service productizes across all three destinations.
 
+## 4d. WHO we're reaching, WHAT they want from a DEXIT, and HOW to make it appeal
+
+This is the part that decides whether the campaign converts. Grounded in real reincorporation proxy statements (DEF 14A) these companies filed with the SEC.
+
+### Who actually opens this email
+A microcap OTC issuer is a tiny operation. The contact behind the EDGAR address / IR inbox is almost always one of:
+- **The CEO / founder** (microcaps are owner-operated; the CEO often *is* the IR contact),
+- **The CFO or a part-time/fractional CFO/controller**, or
+- **The corporate secretary / a board member** who signs the filings.
+
+There is rarely a dedicated legal department. These are **the exact people who personally feel the cost and hassle** of the Delaware setup and who can actually authorize the move. That's why a sharp, specific subject lands: it hits a decision-maker, not a gatekeeper.
+
+### What they're actually looking for in a DEXIT (from real proxies)
+Companies that reincorporated told their shareholders *why*. The recurring reasons, in priority order:
+
+1. **Cut the Delaware franchise tax bill - the #1 hard-dollar driver.** Delaware's franchise tax runs **$175 up to a $200,000/yr maximum**, and the default "authorized shares method" *hammers microcaps* because penny-stock issuers carry huge authorized-share counts (from reverse splits and raises). Real example from the Oracle Health, Inc. reincorporation proxy: a **pre-revenue startup owed $23,600 in Delaware franchise tax for FY2021**; the same company in Nevada would owe **~$1,000**. For a cash-strapped microcap, a ~$22k/yr swing is enormous. **Nevada and Texas have no corporate income tax / no comparable franchise tax** (TX's margin tax has a ~$2.47M no-tax-due threshold most microcaps fall under).
+2. **Stronger director-and-officer liability protection.** Proxies cite Nevada (NRS 78.138) shielding directors/officers from personal liability except for intentional misconduct/fraud - broader than Delaware post-2024 Chancery rulings. Microcap boards (often the founders themselves) care a lot about personal exposure.
+3. **Escape Delaware's litigation/case-law shift.** The reason "DEXIT" became a term: 2024 Delaware Chancery decisions (Tesla pay package, MFW-standard books-and-records fights) spooked boards. Nevada/Texas are positioned as more management-friendly, predictable forums (Texas now has a dedicated Business Court, live 2024).
+4. **Optionality / signaling.** Texas adds the TXSE listing angle and a "we're a Texas company now" narrative; some issuers like the story for investors.
+
+### How to make it worth their trouble (the offer + copy strategy)
+The barrier isn't desire, it's **friction + fear of cost/complexity** ("a reincorporation sounds like a big legal project"). Our entire value prop is dissolving that:
+
+- **Lead with their own math, not features.** The hook is the dollar number: *"Most Delaware microcaps are overpaying $5k-$20k+ a year in franchise tax for protections that 2024 court rulings have weakened. Nevada and Texas charge a fraction - here's what switching actually involves."* Concrete, verifiable, self-interested.
+- **Productize the dread away: flat fee, we do the filing legwork.** They picture billable hours; we quote one flat number and a checklist. *"We handle the conversion filing, the new registered agent, and the first annual report - your counsel only reviews the board/stockholder consent."* (Respects their lawyer, removes the "do I have to manage a law firm?" objection.)
+- **Don't make them choose blind - recommend the destination.** Offer NV (max tax savings + liability shield), TX (court + TXSE + growth story), or FL, and tell them which fits. Decision fatigue kills conversions; a recommendation closes them.
+- **Stack the recurring services so one "yes" becomes an account.** Once they convert, they need a **registered agent** (recurring), the **annual report / franchise-tax filing** in the new state (recurring), and possibly **foreign qualification** back into states where they operate. The DEXIT is the door-opener; RA + annual report are the retained revenue.
+- **De-risk it.** Tie in the existing money-back-if-we-fail-to-file guarantee and the "verify it yourself" sources (DE franchise-tax calculator, NRS 78, TBOC Ch.10) so a skeptical CFO can fact-check the pitch in 60 seconds. Same source-grounded trust pattern that works in our FCC/CMS streams.
+
+**One-line positioning:** *"You're a Delaware company paying Delaware prices for protection Delaware courts just narrowed. We'll move you to Nevada or Texas, flat fee, and handle the filing - your lawyer just signs off."*
+
 ## 5. Which of OUR services fit this list
 
 From `api/src/service-catalog.ts` (corporate vertical), these all fit OTC microcap issuers: