Delaware’s golden age as the corporate homeland of America may be losing its shine. What once was a proud badge for Fortune 500 headquarters is now looking more like a liability, as big names prepare to pack up and go.
In the latest tremors shaking corporate America, at least nine public companies—each worth over a billion dollars—are weighing a high-stakes move: abandoning Delaware as their legal base. The move follows the path forged by five already departed firms, all rattled by what they see as a legal system turned unpredictable.
Call it a slow-moving rebellion. Or a boardroom revolution. But insiders are calling it what it is: Dexit.
The most dramatic blow came when a Delaware judge torpedoed Elon Musk’s $56 billion Tesla pay deal last year. Musk didn’t just protest. He declared war—tweeting within the hour: “Never incorporate your company in the state of Delaware.” Tesla and SpaceX didn’t hesitate. They bolted for Texas.
They weren’t alone.
Trump Media, parent company of Truth Social and overseen by a trust connected to Donald Trump, exited to Florida. Dropbox, The Trade Desk, and Cannae Holdings have quietly slipped away to Nevada. Now, companies like Simon Property Group and Roblox are trying to rally shareholder votes to follow suit.
Unlike others, Simon has no controlling shareholder—a twist that makes its move more telling. Roblox simply put it this way: Nevada’s laws offer “greater predictability.”
It’s not just about where your charter lives on paper. It’s about where the legal risks stop keeping CEOs up at night. Delaware’s judges have expanded a rigorous scrutiny standard to more deals involving controlling shareholders. That’s music to shareholder attorneys—and a horror movie for executives with big equity stakes.
While Delaware still remains the heavyweight—hosting over 60% of companies in the Russell 3000 index—2024 marked a break in the pattern: more companies left than came in. A symbolic shift, maybe, but one that’s shaking confidence.
The state isn’t taking this quietly. A March law tried to dial down judicial reach and rein in shareholder document demands. But critics say the horse may have already left the barn.
“The judges are acting more like lawmakers,” said Eric Lentell of Archer Aviation, another company mulling a move to Texas. “They’re rewriting settled law. That’s where people get nervous.”
Nevada and Texas, meanwhile, are rolling out the red carpet. Nevada’s legal playbook is starkly hands-off—corporate decisions are mostly shielded unless outright fraud is involved. “You can self-deal all day,” one legal scholar quipped, “as long as you don’t lie about it.”
And in Texas? A new law just signed by Governor Greg Abbott empowers companies to set thresholds that could block shareholder lawsuits altogether. No more courtroom battles triggered by investors holding a handful of shares.
This isn’t just paperwork and charters. It’s a shift in the corporate power map—away from East Coast tradition and toward Sun Belt pragmatism. The message from boardrooms is clear: if Delaware courts are going to make waves, companies will go find calmer waters.
Will this trickle become a flood? For now, it’s a crack in the foundation. But the rumble is growing louder.
