There’s been a lot of talk about a potential public company exodus from Delaware, and while there have certainly been some noisy and high-profile departures, the question remains – is there really a broad DExit movement? This recent A&O Shearman article suggests that while this question doesn’t have a clear “yes” or “no” answer at this point, there’s plainly no stampede underway to exit The First State:

Notwithstanding the noise around a so-called “DExit,” the available data reveals a more nuanced reality. During the 2025 proxy season, boards and shareholders exhibited heightened—though hardly runaway—interest in revisiting the choice of Delaware as a corporate domicile. By mid-2025, at least 29 companies had proposals involving Delaware: 18 proposals to leave, 11 to enter.29 The outbound proposals are concentrated among issuers with controlling or highly concentrated ownership structures, a group particularly attuned to shifts in Delaware’s corporate jurisprudence.

Nevada is so far the chief beneficiary of DExit-motivated moves. Between 2024 and mid-2025, a wave of high-profile names— including Tripadvisor, Dropbox, Roblox, Andreessen Horowitz, AMC Networks, MSG Sports, MSG Entertainment, Neuralink, Sphere Entertainment, The Trade Desk, Pershing Square, Jade Biosciences, Tempus AI, XOMA Royalty, Fidelity National Financial, and Affirm Holdings—opted to reincorporate in Nevada.

The July 2025 announcement by Andreessen Horowitz proved especially influential: the firm not only announced its own shift but publicly urged its portfolio companies to follow suit, citing: (a) a perceived rise in subjectivity within the Delaware Court of Chancery; (b) the costs and delays inherent in Delaware litigation; (c) heightened personal exposure for directors; and (d) the relative clarity and breadth of Nevada’s codified business judgment rule.

The article also notes that while Texas trails Nevada, it’s been gaining momentum, noting that by September 2025, Tesla, SpaceX, Zion Oil & Gas, and Dillard’s had completed moves from Delaware to Texas, and that other large-caps, including Walmart and Meta, are evaluating a potential move to The Lone Star State. Still, these moves only represent a “tiny fraction” of Delaware’s corporate base, and the article points out that it still hosts two-thirds of the Fortune 500, and that more than 80% of 2024 IPOs selected Delaware as their jurisdiction of incorporation.

– John Jenkins