In Rutledge v. Clearway Energy, the Delaware Supreme Court unanimously upheld the March 2025 amendments (SB 21): safe harbors for controlling-stockholder transactions under DGCL §144 and narrower stockholder inspection rights under §220. For companies this means more predictable rules in disputes with minority holders.
The ruling has not stopped the wave of reincorporations. Foley & Lardner counted about 49 public companies that proposed leaving Delaware between January 2024 and March 2026; The Dallas Morning News counted 80 attempts by August 18, 2026, including 44 to Nevada and 28 to Texas. Estimates vary between outlets, so check the primary sources for exact figures.
What it means for a non-resident startup
DExit is a story about billion-dollar public companies and activist shareholders. For a C-Corp planning a round with US investors, Delaware remains the expected default, and its case law is only more stable after SB 21. Picking Texas or Nevada "because everyone is leaving" is a weak argument for an early-stage company.
Not legal or tax advice. Rules change, so check primary sources or ask a qualified advisor before you decide.
