I began writing about Nevada corporate law more than three decades ago with an article for the California Business Law Reporter entitled "The Nevada Corporation: Is it a Good Bet?"  Over the years, I have written several other articles on Nevada corporate law and authored the first treatise on Nevada's corporate law.  During this period, Nevada became one of top states for incorporation of publicly traded corporations, but Delaware continued to command a commanding preeminence.  

Then came Chancellor Kathaleen S. McCormick's decision abrogating Elon Musk's nearly $56 billion compensation arrangement with Tesla, Inc. Tornetta v. Musk, 310 A.3d 430 (Del. Ch. 2024).   Mr. Musk reacted with the following post on X:

Never incorporate your company in the state of Delaware

That post received nearly 55 million views.  Suddenly, it became acceptable for large companies such as Tesla to leave Delaware.  In the past year several SEC reporting companies have moved or proposed moving to Nevada.  See Another Delaware Corporation Announces Stockholder Approval Of Nevada Reincorporation and Several More Companies Propose Move From Delaware To Nevada

Now, the exodus from Delaware appears to be gaining speed with the filing last week by Dropbox of its plan to move to Nevada.  See Dropbox Discloses Plan To Move To Nevada.  Delaware took another hit over the weekend, when it was reported that Bill Ackman intended to reincorporate his management company in Nevada.  Suddenly, the Silver State is looking positively golden.  

As the Delaware courts have issued lengthy, finely nuanced, and fact specific rulings, Delaware corporate law has become both less accessible and less predictable.  Delaware is choking on its own decisional excesses, but has managed to hang on due to inertia and its reputation.  Mr. Musk has simply made it okay for businesses to look elsewhere.