Official Home of the DExit Movement. 🇺🇸 America’s business migration, tracked in real time. Companies, capital & talent leaving high-cost, high-risk states

Joined August 2024
Two years ago, Leave Delaware started with a simple idea: American companies should not treat one state’s legal system as an unquestioned default. Since then, the conversation has changed dramatically. Major public companies have left Delaware. Texas and Nevada have become serious competitors for corporate domiciles. Delaware has rewritten significant parts of its corporate law. Founders, boards, investors, lawyers and policymakers are now openly debating questions that were barely asked a few years ago. Corporate law determines who controls companies, how boards make decisions, how founders are treated, how shareholders can sue, how much litigation costs, and how confidently businesses can invest for the long term. Those rules shape where capital goes, where companies grow and, ultimately, how competitive the United States remains. Competition between states is healthy. No jurisdiction should be entitled to permanent dominance simply because “that’s how it has always been done.” We’re grateful to everyone who has followed, shared, argued with, challenged and contributed to this effort. The next phase can be much bigger, and we want more people involved. We’re looking for exceptional people who can help with social media, original content, data, legal research, white papers and deeper analysis. We’re also looking for people willing to fund the work. Serious research, distribution and advocacy require resources. If you believe corporate-law competition matters, we want to hear from you. And the easiest way to help costs nothing: follow @leavedelaware and share our work. Every founder, investor, lawyer and policymaker who sees this debate makes the market for corporate law more competitive. If you have talent, capital or reach and want to help build the next phase of Leave Delaware, DM us. We’re still early.
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🚨 SOLID-STATE BATTERY COMPANY SOLIDION WANTS TO LEAVE DELAWARE … AND SAYS THE MOVE COULD SAVE $200,000 ANNUALLY. Nasdaq-listed Solidion Technology is asking shareholders to approve reincorporation in Texas at its November 18 annual meeting. Its board identifies Delaware franchise-tax savings as a critical motivation. Solidion paid approximately $78,000 in Delaware franchise taxes for its most recent annual period but expects its next annual obligation could reach $200,000. The Dallas-headquartered company also cites Texas’s business environment and the advantages of aligning its corporate domicile with its headquarters. The proposal requires approval from holders of two-thirds of outstanding shares. Status: Proposed; shareholder vote scheduled for November 18, 2026.
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🚨 NEW: AIRSHIP AI IS ASKING SHAREHOLDERS TO APPROVE LEAVING DELAWARE FOR NEVADA. The Nasdaq-listed AI company’s board unanimously approved the proposed reincorporation and is recommending shareholders vote for it at Airship’s December 17 annual meeting. The business, management, employees, assets and liabilities would remain the same. What changes is the corporate law governing the company. Airship’s proposed Nevada charter would also expand officer protections and generally require a two-thirds shareholder vote to remove directors. Another public AI company is considering its exit from Delaware.
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🚨 NEW DATA: DELAWARE HAS LOST A NET 28 PUBLIC COMPANIES THROUGH REINCORPORATIONS IN 2026, ACCORDING TO NEW RESEARCH FROM A CORPORATE LAW PROFESSOR. University of Nevada, Las Vegas law professor Benjamin Edwards published updated findings Friday tracking 71 identified corporate-jurisdiction moves in 2026, up from 59 in his September update. Texas and Nevada are competing closely to attract companies changing their legal homes. September alone saw nine identified moves, with activity continuing well beyond the traditional shareholder voting season. The research identifies major companies including DoorDash, Dell Technologies, Datadog and Samsara among those pursuing departures from Delaware. The findings also provide important context: Delaware has attracted 15 attempted inbound reincorporations and remains strong in new public-company formations, gaining 73 companies through IPOs. The 71 tracked moves include proposed transactions, not exclusively completed conversions. But the direction of reincorporation activity is notable. Delaware is experiencing a net outflow of existing public companies even while it continues to attract new listings. Research published October 16: businesslawprofessors.com/20…
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🚨 NEW: A LAW SCHOLAR WARNS DELAWARE’S PLAN TO LET AI AGENTS RUN COMPANIES COULD MAKE HUMAN ACCOUNTABILITY HARDER TO ENFORCE. In an October 14 essay published by Oxford’s Business Law Blog, University of Huddersfield law lecturer Igho Dabor argues that Delaware’s proposed Artificial Intelligence Company structure raises serious questions about corporate liability. The proposal would allow AI agents to manage companies, execute contracts and control business operations without traditional human executives. Delaware has proposed safeguards including capitalization requirements, activity records and regulatory supervision. Supporters argue the structure would bring autonomous AI systems within an enforceable legal framework. But Dabor connects the proposal directly to DExit and the competition between Delaware, Texas and Nevada. His concern is that corporate-law competition is increasingly reducing personal accountability for business decisions, and autonomous AI management could extend that trend. The legislation remains a proposal, not enacted law.
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🚨 NEW: A THIRD NASDAQ-LISTED COMPANY HAS LEFT DELAWARE FOR NEVADA IN JUST THREE DAYS. Capstone Holding (CAPS) confirmed in an SEC filing released October 13 that it completed its reincorporation from Delaware to Nevada, effective October 9. That follows two other Nasdaq-listed companies, NextNRG (NXXT) and Cemtrex (CETX), which both completed Delaware-to-Nevada conversions on October 7. All three companies remain publicly traded. Their businesses did not need to relocate. Capstone’s shareholders approved the move in November 2025. Its existing shares converted one-for-one, its directors and executives remain in place, and Nevada law now governs its internal corporate affairs. Three completed departures in three days, all to Nevada. sec.gov/Archives/edgar/data/…
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NEW DATA: SPACEX AND SEVEN OTHER COMPANIES HAVE RAISED $77.8 BILLION IN IPOS AS TEXAS ENTITIES. New research from SMU’s Corporate Governance Initiative identifies seven corporations and one LLC that have gone public under Texas law since 2025. SpaceX alone raised $75 billion. Six of the seven corporations moved to Texas while still privately held, meaning public shareholders never voted on their corporate domicile. Every one of the seven post-reform corporations selected the Texas Business Court as its exclusive forum for internal corporate disputes. And five additional Texas companies are in the IPO pipeline, including SoftBank-backed SB Energy, which converted from Delaware to Texas in August. The research documents another dimension of the competition over corporate law: companies choosing Texas before public investors ever buy their shares.
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🚨 NEW: COINBASE CEO BRIAN ARMSTRONG HAILS TEXAS COURT VICTORY, SAYS IT SHOULD ENCOURAGE MORE COMPANIES TO INCORPORATE THERE. Armstrong praised an October 2 Texas Business Court ruling dismissing a shareholder lawsuit against Coinbase directors over alleged misconduct dating back to the company’s Delaware years. “Important legal precedent in Texas to encourage more companies to incorporate there,” Armstrong wrote Friday, October 9, thanking Governor Greg Abbott for creating a stable foundation for American businesses. The court ruled that Texas law governs shareholders’ authority to bring derivative lawsuits after reincorporation, even when the underlying allegations concern conduct from a company’s Delaware years. Texas requires a written demand on the board before filing such a lawsuit. Delaware allows certain shareholders to bypass that requirement by establishing demand futility. The dismissal was without prejudice, and the court did not rule on the underlying allegations. But Coinbase’s departure from Delaware has now produced a tangible legal consequence.
Important legal precedent in Texas to encourage more companies to incorporate there. Positive trend. Let's hope it continues. Thank you @GregAbbott_TX for creating a stable foundation to build in America.
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Positive trend.
Important legal precedent in Texas to encourage more companies to incorporate there. Positive trend. Let's hope it continues. Thank you @GregAbbott_TX for creating a stable foundation to build in America.
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🚨 NEW: RIPPLE-BACKED XRP COMPANY CLOSES DEAL TO GO PUBLIC … WITH NEVADA, NOT DELAWARE, AS ITS CORPORATE HOME. Evernorth Holdings announced Friday that it completed its business combination with Armada Acquisition Corp. II. The company enters public markets holding approximately 473 million XRP alongside roughly $300 million in gross cash proceeds. Its backers include Ripple, Michael Arrington’s Arrington Capital, Pantera Capital, Kraken and SBI Group. Evernorth’s Nasdaq trading debut is scheduled for Monday, October 12, under the ticker XRPN. The corporate structure is notable: Evernorth was established as a Nevada corporation, and its newly completed public-company combination retains that domicile. This is not a Delaware reincorporation or departure. It is a newly formed public company backed by prominent crypto and venture investors operating under Nevada corporate law.
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🚨 NEW: TWO NASDAQ-LISTED COMPANIES LEFT DELAWARE FOR NEVADA ON THE SAME DAY. Cemtrex (CETX) confirmed in an SEC filing released October 9 that its reincorporation became effective October 7, the same day NextNRG (NXXT) completed its own Delaware-to-Nevada conversion. Both companies remain publicly traded on Nasdaq. Neither relocated its business operations or management. Cemtrex’s conversion was approved through shareholder written consent rather than a general shareholder meeting. Its controlling shareholder held approximately 71% of the company’s voting power. The company’s filing confirms that Nevada law now governs its internal corporate affairs, including changes to shareholder rights, director liability protections and indemnification provisions. Two more completed Delaware departures, with the corporate legal framework changing while the businesses themselves remain in place.
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🚨 NEW: NASDAQ-LISTED NEXTNRG HAS OFFICIALLY LEFT DELAWARE FOR NEVADA. NextNRG (NASDAQ: NXXT) confirmed in an SEC filing that its reincorporation became effective October 7. Shareholders had approved the move in December 2025. The company has now completed the required filings in both states, replacing its Delaware charter and bylaws with Nevada governing documents. The company confirmed that its headquarters, management, employees, operations, assets and liabilities remain unchanged. Its Nasdaq listing also continues. What has changed is its corporate domicile: Nevada law now governs NextNRG’s internal corporate affairs instead of Delaware’s General Corporation Law. Another completed departure from Delaware, this time to Nevada rather than Texas.
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🚨 NEW: THE SEC REVEALS HOW CLIMATE ACTIVISTS PRESSURED BLACKROCK AND STATE STREET DURING THE EXXONMOBIL BOARD REVOLT. A newly released 23-page SEC investigation details how Climate Action 100+ members organized efforts to influence ExxonMobil’s board and corporate policies. One striking finding: after Exxon excluded a climate-related shareholder proposal, a CalPERS representative said Exxon directors should have “hell to pay.” A BlackRock executive separately described a campaign against Exxon’s board as “extremely irresponsible.” The SEC found no evidence that BlackRock or State Street agreed to vote in particular ways and is bringing no enforcement action. But it warned that coordinated shareholder activism, including through outside coalitions, can trigger stricter ownership-disclosure obligations. The report arrives as Washington is reconsidering how much influence activist shareholders should have over American corporations.
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BIOTECH FOUNDER WHOSE FAMILY RECEIVED APPROXIMATELY $700 MILLION FROM A COMPANY SALE IS NOW FIGHTING FOR AN ADDITIONAL $365 MILLION IN DELAWARE’S SUPREME COURT. Immunomedics founder David Goldenberg is challenging a Delaware Chancery ruling that rejected his interpretation of a revenue-sharing agreement following Gilead Sciences’ $21 billion acquisition of the company. Goldenberg’s employment agreement entitled him to 1.5% of certain company revenue. He argues that after the acquisition, Gilead became an affiliate under the agreement, entitling him to a share of revenue across Gilead’s businesses. Chancery disagreed, finding the agreement was intended to compensate Goldenberg for revenue connected to his scientific research, not unrelated businesses owned by the acquirer. Goldenberg asked Delaware’s Supreme Court on Wednesday to reverse that ruling. The dispute centers on how broadly an acquisition can expand a founder’s contractual compensation rights.
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JUST IN: CHARLES SCHWAB ..WITH $13.4 TRILLION IN CLIENT ASSETS .. HAS BEGAN TRADING ON THE TEXAS STOCK EXCHANGE. Schwab is joining TXSE under ticker SCHW while keeping its primary NYSE listing. The company has more than 40 million active brokerage accounts, is headquartered in Texas and was one of TXSE’s original investors. CEO Rick Wurster said Schwab is backing what the exchange “represents for the future of U.S. markets.” One note: Schwab itself remains a Delaware corporation. This is not a DExit. But one of America’s largest financial institutions putting its stock on a new Texas exchange is another meaningful piece of the corporate infrastructure Texas is building.
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🚨 NEW: ANOTHER NYSE-LISTED COMPANY IS LEAVING DELAWARE FOR TEXAS - WITH 86% SHAREHOLDER SUPPORT. Spruce Power filed yesterday that it expects to complete its Delaware-to-Texas redomiciliation around October 20. The company’s explanation is unusually direct. Its board told shareholders Spruce has “no meaningful operational connection to Delaware” and was originally incorporated there solely because of Delaware’s legal framework .. a framework the board now says is no longer best suited for the company. Spruce also cited Texas’s codified business judgment rule, greater certainty for corporate decision-makers and reduced litigation risk. Its headquarters, employees, operations and NYSE listing will remain unchanged.
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NEW DATA: ISS AND GLASS LEWIS OPPOSED 15 OF 16 TEXAS REDOMICILIATION PROPOSALS. SHAREHOLDERS PASSED 13 ANYWAY. A new Pay Governance analysis published by Harvard’s Forum on Corporate Governance shows just how wide the gap has become between proxy advisers and actual institutional voting. BlackRock supported 11 of 14 Texas redomiciliation proposals. State Street supported 13 of 15. Among non-controlled companies, median shareholder support for moving to Texas was 67%. Among companies with controlling or concentrated ownership, it was roughly 85%. Proxy-adviser opposition is clearly not enough to stop the redomiciliation trend.
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JUST IN: DELAWARE’S SENATE HAS CONFIRMED KYLE LACHMUND TO THE COURT OF CHANCERY : 19-0. Lachmund will serve a 12-year term on the court at the center of America’s corporate-law system. He comes from Richards, Layton & Finger, previously practiced at Wachtell, and clerked for Vice Chancellor J. Travis Laster. His comments before confirmation are notable: Lachmund said the business judgment rule is “at the heart” of Delaware corporate law and of his philosophy of judicial restraint. He also told lawmakers that when the legislature changes corporate law, “the legislature is supreme” and judges must apply the statute as written. That philosophy will now matter in the court Delaware is relying on to defend its corporate franchise against Texas and Nevada.
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NEW: DELAWARE’S CHANCERY COURT NOMINEE SAYS DEFERENCE TO CORPORATE LEADERS IS “AT THE HEART” OF THE STATE’S CORPORATE LAW. Kyle Lachmund, Gov. Matt Meyer’s nominee for vice chancellor, appeared before the Delaware Senate Tuesday and emphasized the business judgment rule ..the presumption that disinterested corporate leaders making informed, good-faith decisions should receive judicial deference. “That is the default in Delaware — we defer to disinterested directors and officers,” Lachmund told lawmakers. The Senate committee advanced his nomination. Full Senate confirmation is still required. The comments come as Delaware continues trying to navigate intense scrutiny from founders, boards and investors over the state’s corporate-law framework and a wave of companies considering other jurisdictions.
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TIP: Delaware is a great state to build Artificial Intelligence. Leave Delaware if your company is building Super Intelligence.
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JUST IN: GUNBROKER PARENT OUTDOOR HOLDING SHAREHOLDERS HAVE APPROVED LEAVING DELAWARE FOR TEXAS. The company’s board told investors that Texas’s 2025 corporate-law changes provide stronger statutory protections for directors and officers and said Texas’s “statute-focused approach” should create more predictability than Delaware’s common-law system. The move is expected to become effective September 30. Its headquarters, business, employees and assets will not change … but its internal affairs will cease to be governed by Delaware law.
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