The ink has barely dried on Delaware's hotly debated amendments to its General Corporation Law and already another company has proposed reincorporation in Nevada.  In preliminary proxy materials filed yesterday with the Securities and Exchange Commission, Roblox Corporation, an NYSE listed company, gave the following reasons for the reincorporating in Nevada:

Our Board believes that there are several reasons the Nevada Reincorporation is in the best interests of the Company and its stockholders.  Our Board and the NCGC [Nominating & Corporate Governance Committee] determined that to support the mission of innovation of the Company it would be advantageous for the Company to have a predictable, statute-focused legal environment.  The Board and the NCGC considered Nevada's statute-focused approach to corporate law and other merits of Nevada law and determined that Nevada's approach to corporate law is likely to foster more predictability in governance and litigation than Delaware's approach.  Among other things, the Nevada statutes codify the fiduciary duties of directors and officers, which decreases reliance on judicial interpretation and promotes stability and certainty for corporate decision-making.  The Board and the NCGC also considered the increasingly litigious environment in Delaware, which has engendered costly and less meritorious litigation and has the potential to cause unnecessary distraction to the Company's directors and management team.  The Board and the NCGC believe that a more predictable legal environment will better allow the Company to pursue its culture of innovation as it pursues its mission.

Note that the Roblox's statement focuses on Nevada's statutory approach as opposed to Delaware's judge-made development of the law.  In the recent debate over Delaware's amendments to its General Corporation Law, some decried the Delaware legislature's interference with lawmaking by the courts:

The Delaware General Corporate Law is characterized by the strength of judicial oversight, whereas the bill seemingly has as its express purpose the disempowerment of the Court of Chancery and Supreme Court—a key feature and reason why companies incorporate in Delaware. The bill would overturn decades of precedent and carve out avenues for the most conflicted transactions to proceed unchallenged.

Council of Institutional Investors Letter dated March 18, 2025 to Chair of Delaware General Assembly’s Senate Judiciary Committee.   The effrontery of the General Assembly in presuming to make law!  Based on recent proposals, it would seem that the Court of Chancery and Supreme Court are the reason that companies are looking for the exit.