Reincorporation

Coinbase joins Tesla and SpaceX in leaving Delaware, spurred by concerns over legal uncertainties highlighted by a court ruling against Elon Musk’s compensation. While Nevada emerges as a popular alternative, data indicates Delaware remains a dominant incorporation hub, attracting many new entities despite the high-profile departures. Delaware defends its business-friendly environment built on decades of established corporate code and experienced judiciary, citing its commitment to adapting to modern business needs.

Coinbase, following Tesla, is reincorporating outside Delaware, citing “unpredictable outcomes” in the Chancery Court, joining Dropbox, TripAdvisor, and Andreessen Horowitz. This trend accelerated after a ruling challenging Elon Musk’s Tesla compensation. Alternative jurisdictions like Texas offer advantages, such as limiting shareholder lawsuits. Companies may also be seeking strategic advantages during Delaware lawsuits. These decisions reflect concerns about Delaware’s legal environment and companies’ broader political positioning with CEOs like Coinbase’s Brian Armstrong becoming politically engaged.