Companies weighing a Delaware exit — and startups choosing
where to incorporate — should consider commercial law
implications alongside governance benefits.
Several high-profile companies have recently quit Delaware,
choosing to reincorporate in Texas, Nevada, and other states that
promise a more deferential approach — less oversight, more
flexibility. These moves, dubbed "Dexits," have stirred
debate in boardrooms and across business publications about whether
others should follow.
For companies run by founders or controlled by dominant
shareholders, the appeal is clear. But discussion has focused
almost entirely on governance: greater deference to management,
looser fiduciary standards, less scrutiny of board decisions.
