DExit Trends: Tracking Reincorporations Away from Delaware

A pattern of Delaware companies reincorporating to another state – referred to as “DExit” – has received attention in the business press following the Delaware Court of Chancery’s invalidation of Elon Musk’s $56 billion Tesla compensation package in early 2024. Such news coverage has raised questions about whether Delaware will retain its status as the “corporate home of the American business world.”

To explore whether the data on reincorporations are consistent with the media’s portrayal of a large exodus of public companies from Delaware, Analysis Group Managing Principal Gaurav Jetley and Manager Nicholas Mulford published an analysis of Securities and Exchange Commission (SEC) filings for large public companies and reviewed the state of incorporations for firms that have gone public in the Harvard Law School Forum on Corporate Governance. Comparing the reincorporation data for a period before the Musk decision (2022–2023) and a period following (2024–Q2 2025), the authors found that Delaware experienced a net loss of 11 large public companies through reincorporation after the Musk decision, compared to 2022–2023 when it gained four firms. The authors also observed a dip in Delaware’s majority market share of IPOs from over 80% throughout 2022–2024 to 75% in the first half of 2025, raising questions about Delaware’s status as the default state for incorporation in the face of growing competition from states such as Nevada and Texas.

Updated Analyses Through H2 2025

DExit remained a prominent topic in the business press during the second half of 2025. During that period, five additional large public companies left Delaware, with three departing for Texas and two departing for Nevada. All firms that left Delaware were controlled companies.  Against a backdrop of increased US IPO market activity in H2 2025, Delaware’s share of large IPOs for full year 2025 fell to 77%, its lowest level in several years.

Figure 1. News Publications on Reincorporation and Interest in Delaware Incorporations (Q3 2020 – Q4 2025)

Notes:

1. “News Articles” search identifies finance-related news articles containing “reincorporation” that were published in “Major News and Business Sources” as defined by Dow Jones Factiva. Major News and Business Sources include Reuters, The Wall Street Journal, the Financial Times, and Barron’s, among others.
2. “Google Searches” uses Google Trends to identify searches for “Delaware incorporation,” then aggregates the weekly data and reindexes to create an index for average quarterly searches. Available at https://trends.google.com/trends/explore?date=2020-06-30%202025-12-31&geo=US&q=delaware%20incorporation&hl=en-US. Sources: Dow Jones Factiva; Google Trends.
   
   

Figure 2. Delaware Reincorporations from 2022 to 2023 for Companies with Market Capitalization Greater than $250 Million

Notes:

1. Excludes special purpose acquisition companies (SPACs) and business combinations not driven by reincorporation. Dates as of SEC filing.
2. Compiled using SEC filing search (Schedule 14A, Schedule 14C, Form 8-K, Form S-4) for filings containing “plan of conversion,” “change its domestication,” “the reincorporation,” “redomestication,” “re-domestication,” or “domestication from.”
3. Market capitalization calculated as of the Reincorporation Date. Sources: SEC EDGAR, S&P Capital IQ.
   
   

Figure 3. Delaware Reincorporations from 2024 to H2 2025 for Companies with Market Capitalization Greater than $250 Million

Notes:

1. Excludes SPACs and business combinations not driven by reincorporation. Dates as of SEC filing.
2. Compiled using SEC filing search (Schedule 14A, Schedule 14C, Form 8-K, Form S-4) for filings containing “plan of conversion,” “change its domestication,” “the reincorporation,” “redomestication,” “re-domestication,” or “domestication from.”
3. Market capitalization calculated as of the Reincorporation Date.
4. Does not include pending reincorporations as of H1 2026. Pending reincorporations may be approved by shareholders but not yet formally completed with state filings.
5. As of H2 2025, there were 3,396 US-headquartered companies with market capitalizations greater than $250 million publicly listed on the NYSE or Nasdaq. Sources: SEC EDGAR, S&P Capital IQ.
   
   

Figure 4. Delaware’s Share of US IPO Incorporations for Companies with Market Capitalization Greater than $250 Million

Notes:

1. Includes non-SPAC, US-incorporated companies that went public on the NYSE or Nasdaq with a market capitalization of greater than $250 million one week after IPO.
2. “Other” states include Florida (3), Texas (3), California (2), Colorado (1), Georgia (1), Michigan (1), Missouri (1), New York (1), Tennessee (1), and Virginia (1). Sources: S&P Capital IQ.

Read more about the authors’ DExit analysis through Q2 2025

Read the article published in the Harvard Law School Forum on Corporate Governance

Gaurav Jetley, Managing Principal
Nicholas Mulford, Manager