Below is an excerpt from ISS-Corporate’s recently released article “DExit: Signs of Discontent in Biggest Corporate Domicile?”. The full article is available on the ISS-Corporate online library.
Delaware has long reigned supreme as the state of choice for companies to incorporate in the United States. However, several high-profile corporate announcements of plans to “DExit” – that is, to leave Delaware and reincorporate in another state – have raised concerns among state legislators about the state’s ability to maintain its dominant status. Tesla has moved out of Delaware to reincorporate in Texas, and Meta, Dropbox, and Pershing Square Capital Management have openly discussed the possibility of reincorporating in other states.
In response, Delaware legislators passed Senate Bill 21 (SB21) on March 26, altering governance dynamics for corporate America. SB21 changes the balance of power between shareholders and management by expanding “safe harbor” protection for transactions with directors, officers and controlling shareholders, changing the definition of “controlling shareholders” and limiting shareholders’ inspection rights. It also lowers the standards for approving conflicted controlling shareholder transactions. Such transactions now need the approval of either a majority of disinterested directors or a majority of disinterested shareholders. Previously, both were required.
Despite concerns of DExit, Delaware’s dominance as the preferred state for incorporation has increased since 2020. Delaware was home to 62% of all Russell 3000 companies in 2024[1], a 6-percentage point increase since 2020. Maryland was a distant second at 6%, down slightly from 7% in 2020. The share of California and New York declined slightly as well, while the share of most other states remained largely unchanged.
By:
Jun Frank, Managing Director, Compensation & Governance Advisory, ISS-Corporate
Sandra Herrera Lopez, Vice President, Data Analytics, ISS-Corporate
