The Twists and Turns of State Incorporations

Boardroom Governance Newsletter #62 | March 6, 2025

“If adopted, these measures would mark the most significant single-year revision of Delaware’s corporate code since at least 1967, reshaping everything from how controlling stockholders negotiate major transactions to the mechanics of derivative litigation and shareholder access to corporate records.” From Delaware Law’s Biggest Overhaul in Half a Century: A Bold Reform – or the Beginning of an Unraveling? by Eric Talley, Sarath Sanga and Gabriel V. Rauterberg.

On February 17, 2025, in a strategic effort to reinforce Delaware’s position as the premier jurisdiction for corporate charters, a group of state legislators introduced Senate Bill 21 (SB21), to amend the Delaware General Corporation Law (DGCL).¹ This initiative aims to enhance legal predictability and counter the threat of companies considering reincorporation in other states—a movement dubbed “Delaware Exit” or “DExit.”² This issue gained momentum after Elon Musk publicly urged corporations to leave Delaware following Chancello…