Texas, Oklahoma, and Nevada each approved new business rules this spring in a push to draw companies that now form in Delaware’s courts, which have led the country for more than a century. Lawmakers in Austin signed a bill that makes it easier for company leaders to steer lawsuits and limits how much outside shareholders can dig into records, and they let firms decide no-jury trials on some claims. Oklahoma set up special business courts in its two biggest counties. Nevada tweaked its corporate code too and plans a ballot question to create its own high-level business court apnews.com.
High-Profile Moves Spark the Race
The battle grew sharper after a judge in Delaware tossed out Elon Musk’s $56 billion pay plan for Tesla, and he urged companies to pick Texas or Nevada instead. Soon afterward, Tesla and SpaceX moved their main legal homes to Texas and Neuralink jumped to Nevada. That shift grabbed headlines, and other firms began to ask if they should follow apnews.com.
Why Delaware Fights Back
Delaware’s leaders worried they might lose about $1.8 billion in annual fees that companies pay just to form there. In March 2025 they passed a change that lets boards or shareholders alone approve certain deals, so firms have more ways to protect top managers from fights. The intent was to match some of the rules Texas and Nevada use now apnews.com.
Still the Go-To Place for Big Firms
Even with all this, most new corporations keep using Delaware. Venture capital firms often insist on it before they invest, and the Court of Chancery in Wilmington has built up decades of rulings that add predictability to how judges will decide. In contrast, the new courts in Texas and Nevada have little track record to guide lawyers and executives ft.com.
My Take
I see two main things. First, companies love knowing what to expect, so they stick with Delaware’s steady rules even if other states promise friendlier ones. Second, if Texas and Nevada keep tweaking laws to cut legal costs or speed up cases, they might lure more startups or small firms at first. In time, though, the real test will be in run-of-the-mill court cases. If judges in Austin or Carson City prove as fair and as quick as those in Wilmington, big corporations might think twice about Delaware. Until then, Delaware’s edge from its long history will hold strong, but that lead may not last forever.
