Delaware’s Grip On Corporate America Is Beginning To Crack

When I was a 20-something startup founder, the rule was simple. You incorporated in Delaware, full stop. Every lawyer said so. Every investor demanded it. Every term sheet assumed it. A company incorporated in Nevada or Montana was not merely unusual, it was suspect, the kind of detail that made a sophisticated investor wonder what you were hiding. Delaware was the default not because anyone had compared jurisdictions carefully, but because Delaware had built, over roughly a century, a reputation for something genuinely valuable: predictability. Its Court of Chancery was staffed by specialists in corporate law. Its General Corporation Law was the most studied statute in American business. Its decisions were, if not always correct, at least reliably the kind of decisions a reasonable judge applying settled doctrine would make. That reliability had a dollar value, and for decades investors, founders, and boards paid for it gladly.

That world is ending. It is ending faster than most corporate lawyers are willing to admit in print. And a small, mostly unknown organization called Leave Delaware has quietly become one of the most consequential forces in American corporate governance. Its thesis is straightforward. The Delaware Court of Chancery, once the crown jewel of American business adjudication, has drifted from neutral arbiter into activist gatekeeper. Leave Delaware does not litigate. It does not lobby. It documents, publishes, and informs. Through its website, its 𝕏 account, and a newsletter that now circulates among founders, general counsels, and institutional investors, it has made the case that Delaware’s vaunted predictability has broken down, and that the remedy is departure.

The movement Leave Delaware tracks, now widely known as DExit, did not begin as a movement. It began with one ruling. On January 30, 2024, Chancellor Kathaleen St. Jude McCormick issued her opinion in In re Tesla, Inc. Derivative Litigation, the case better known as Tornetta v. Musk. She voided Elon Musk’s compensation package at Tesla, a package worth roughly $56B. The package had been fully disclosed. It had been approved by a majority of disinterested shareholders. It had also, by any measure, produced results, Tesla’s market capitalization having expanded many times over during the period the package covered. None of that saved it. McCormick held that the board process had been tainted by Musk’s influence, that the directors were insufficiently independent, and that the shareholder vote, though overwhelming, was not informed in the specific technical sense Delaware fiduciary doctrine required.

Consider what the ruling meant, in plain terms. Shareholders, the actual owners of the company, had reviewed a compensation plan, weighed its risks, and approved it. A judge, sitting in Wilmington, then substituted her judgment for theirs. The technical apparatus of the ruling, the language of entire fairness, of controller influence, of process defects, does real work in the opinion. But stand back from the doctrine and the practical result is stark. An informed shareholder vote was unwound, retroactively, by a single judge, years after the fact. The critique of McCormick offered by Musk and by many corporate governance scholars is not that she applied Delaware law incorrectly in some narrow technical sense. It is that she applied Delaware law in a way that no reasonable reader of Delaware precedent would have predicted five years earlier. That is the core of the charge. She has crossed the line from interpreting corporate law into reshaping it.

Musk’s response was immediate and public. “Never incorporate your company in the state of Delaware,” he wrote on 𝕏. Within weeks, SpaceX filed to reincorporate in Texas. Neuralink moved to Nevada. By June 2024, Tesla itself had reincorporated in Texas following a shareholder vote. The ruling that was supposed to discipline Musk had instead catalyzed the largest corporate exodus in the history of American corporate law.

Here is the critical point about Musk’s challenge to the Delaware ruling. He was right to bring it. Whatever one thinks of the size of the pay package, the principle at stake was not Musk’s. It was the principle that shareholder-approved, fully disclosed, voluntary agreements are not subject to retroactive invalidation by judges exercising what amounts to a subjective veto. Delaware’s entire value proposition was that its courts would not do this. When they did, the value proposition collapsed, and the market responded accordingly.

Below is the timeline Leave Delaware has compiled of completed reincorporations, with company, destination state, and effective date. It is, as timelines of commercial movements go, remarkable.

Several more departures have been approved by boards or shareholders and are awaiting effective dates or filings. Texas Capital Bancshares, ArcBest, Liberty Media, The LGL Group, TTEC Holdings, Dream Finders Homes, Voyager Technologies, GPGI, and FirstCash Holdings have proxy filings with shareholder votes scheduled through April, May, and June 2026. ClearOne, CDT Equity, Baiyu Holdings, and Algorhythm Holdings have board or shareholder approval in place.

The aggregate market capitalization of the departing companies is more than $3 trillion To place that number in context, the combined market value of companies that have moved exceeds the gross domestic product of all but roughly five countries on earth. That is the headline figure. It understates the damage.

Here is why the $3 trillion number, large as it is, is probably the smaller part of the story. Every one of the companies on that list was incorporated in Delaware at some prior moment, and then decided the cost of a reincorporation, with its attendant legal fees, proxy battles, and shareholder disclosures, was worth bearing to get out. That is the measurable damage. The unmeasurable damage is the set of companies that will never incorporate in Delaware in the first place. ExxonMobil, with a market capitalization of approximately $623B, chose Texas in March 2026 rather than Delaware. It is not on the departure list because it never arrived. The largest venture capital firm in the country, Andreessen Horowitz, has publicly told its portfolio companies to skip Delaware. Korean legal advisors now publicly instruct their clients to avoid it. New companies, private companies, companies not yet founded, are incorporating elsewhere by default, and the default is sticky in the same way Delaware’s default was sticky for a century.

Over a 20-year horizon, the market capitalization of companies that will never incorporate in Delaware because of what happened between 2024 and 2026 could plausibly reach 100x the $3T already on the exit list. That figure is a projection, not a measurement, and it should be read with appropriate skepticism. But it is not an unreasonable projection. The companies that defined the last decade of American business, the Teslas and the SpaceXes and the Coinbases, are the kind of companies that would once have incorporated in Delaware reflexively. They are incorporating elsewhere now. Extrapolate that forward, and the long-run loss to Delaware dwarfs the near-term exodus. One question remains, and it is the important one. How did this happen? Who is responsible?

he answer, in the view of Leave Delaware and of a growing number of corporate governance scholars, is Chancellor Kathaleen St. Jude McCormick. I call her the Supreme Chancellor as she reminds me of the Star Trek character Q. The charge against her is specific and worth stating precisely. It is not that she is incompetent. It is not that she is corrupt in any conventional sense. It is that she has treated her role as an opportunity to reshape corporate law rather than to apply it, and in doing so she has destroyed the asset Delaware spent a century building.

The Tornetta ruling is the clearest example. McCormick’s opinion set aside a shareholder-approved compensation package by applying the entire fairness standard to a transaction that, under the ordinary operation of the Corwin doctrine and its progeny, would have received business judgment review. Her application of the controller-influence framework was aggressive, her treatment of director independence idiosyncratic, and her willingness to discount a fully disclosed shareholder vote unprecedented in a case of that magnitude. When the Delaware Supreme Court reversed her in December 2025, reinstating Musk’s compensation package and slashing the plaintiff attorney fee award from $345M, it effectively told the market that McCormick had gotten the law wrong. The reversal came, however, after twenty-two months during which dozens of companies had already fled.

Tornetta was not an isolated decision. In February 2024, Vice Chancellor J. Travis Laster invalidated key provisions of Ken Moelis’s stockholder agreement, casting doubt on thousands of similar founder-control arrangements across the market. In April 2024, the Delaware Supreme Court’s Match Group decision expanded the MFW requirements for controlled-company transactions. Those rulings were not McCormick’s. But together with Tornetta they formed a pattern, and McCormick, as Chancellor, was the institutional face of the pattern. When Delaware’s legislature rushed SB 21 into law in March 2025, amending the General Corporation Law to validate stockholder agreements and narrow the Moelis ruling, it was an admission that the courts had strayed from what the business community expected. When the Delaware Supreme Court reversed Moelis itself in January 2026, it was another admission.

Then came the episode that may prove most damaging of all to McCormick’s reputation, whatever one thinks of the underlying merits. In March 2026, Musk’s attorneys filed a motion demanding McCormick recuse herself from pending Tesla cases, alleging that her LinkedIn account had clicked a “support” reaction, a heart-in-hand emoji requiring deliberate selection, on a post by a jury consultant celebrating the legal teams that had won a federal securities fraud verdict against Musk in California. McCormick denied recusal, reported possible suspicious activity on her LinkedIn account, and ordered all three pending Musk and Tesla cases reassigned. The reassignment itself was then conducted by having her law clerk hold a bag of Scrabble tiles, each corresponding to one of the six other Chancery judges, with defense attorneys drawing tiles by hand to select the new assignments.

The Scrabble tile episode is, on its own terms, a small thing. Judges assign cases by many mechanisms, and randomization is defensible. But as a piece of symbolism, it is devastating. The court that once represented the pinnacle of American commercial adjudication, the court that investors and founders trusted precisely because its decisions were the product of deliberate, specialized, predictable judgment, assigned cases involving hundreds of billions of dollars in market value by having lawyers draw letter tiles out of a bag. It is the kind of image that, once lodged in the minds of general counsels and boards, does not easily leave. Leave Delaware has ensured that it will not leave.

Two weeks later, on April 13, 2026, Vice Chancellor Bonnie W. David, one of the judges selected by the Scrabble tile drawing, dismissed the consolidated Tesla shareholder derivative suits. She held that Tesla’s shareholder-approved forum selection bylaw, requiring derivative litigation to be filed in Texas, applied retroactively and bound the Delaware court. Her reasoning is worth quoting on its own terms. She wrote that she would not “second-guess Tesla stockholders’ chosen forum by purporting to weigh the advantages and disadvantages of Texas law and procedure relative to our own.” The owners of the corporation had voted. Their decision would be enforced. The contrast with McCormick’s original willingness to second-guess a shareholder vote in Tornetta could not be more direct, and it is the contrast that captures the entire arc of the DExit story.

The lesson Leave Delaware draws from all of this is not that Delaware is irredeemable. The Delaware Supreme Court, in its Tornetta reversal and its Moelis reversal, has shown it is aware of the problem. The Delaware legislature, in SB 21, has shown it is willing to act. The difficulty is that reputations, once damaged, recover slowly, and capital, once moved, rarely returns. Texas has opened its Business Court. Nevada has strengthened its corporate statute. The SEC Chair has acknowledged DExit by name. A single institutional investor has now required reincorporation as a condition of capital deployment. The infrastructure of an alternative to Delaware is being built in real time, and every departure strengthens it.

Leave Delaware’s contribution to all of this has been to tell the story clearly, to document the cases, to publish the timeline, and to give founders and general counsels the ammunition they need to make the argument inside their own boardrooms. It is not a large organization. It does not have a large budget. But it has done what small organizations sometimes do, which is to capture a narrative at the moment when the narrative matters most. Delaware’s monopoly did not end because a competitor built a better courthouse. It ended because one judge, over the course of roughly two years, persuaded the American corporate community that the old rules no longer applied. Leave Delaware made sure everyone noticed.

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