Delaware
Companies continue to consider reincorporation. Does this mean trouble for Delaware?
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Another company has threatened to move its legal headquarters out of Delaware, even after sweeping corporate law changes were made to protect corporate directors.
Eighty percent of all publicly traded companies come to Delaware for its judicial expertise in business dealings and corporate-friendly tax code, but is a mass exodus really upon the state?
Here’s what to know.
Affirm Holdings considers reincorporation
According to GuruFocus, financial technology company Affirm Holdings is reportedly contemplating reincorporating its business from Delaware to either Nevada or Texas.
The company’s CEO, Max Levchin, co-founded PayPal and worked with Elon Musk, whose publicly aired disagreements with Delaware’s Court of Chancery attemped to fuel a movement for corporations to leave Delaware.
In recent months, a number of other companies have expressed interest in moving legal headquarters from Delaware to states like Nevada.
AMC Networks, which owns and operates the AMC cable channel, as well as Madison Square Garden’s Entertainment company cited the increasing franchise tax obligations and uncertainty in judiciary rulings as drivers for reincorporation.
“By re-domesticating the company from Delaware to Nevada, we believe we will be better suited to take advantage of business opportunities and that Nevada law can better provide for our ever-changing business needs and lower our ongoing administrative expenses,” AMC Networks’ proxy statement says.
Other companies like DropBox and Roblox also are in the process of reincorporating to Nevada. Walmart and Meta, which owns Facebook, have reportedly expressed similar desires to leave Delaware, but no progress has been made on their fronts.
What started this pattern?
Delaware’s corporate laws, usually precedented by Delaware Court of Chancery’s rulings, dictate how controlling stockholders or Delaware-incorporated companies can cut deals. The speed and expertise of the court is one of the primary reasons companies choose to incorporate in Delaware in the first place.
“Delaware has been famous for its corporate law and its appeal to companies because you could pretty much always count on it doing a very sensible and balanced thing, even if it wasn’t the thing you wish they would have done,” said Larry Cunningham, , director of the University of Delaware’s Weinberg Center for Corporate Governance. Over the past couple of years, there’s been some debate about if that’s still true.”
The debate in question became inflated after December 2024, when a Delaware Chancery Court judge ruled Tesla CEO Elon Musk’s $56 billion pay package invalid for the second time. The decision sparked Musk to take to social media advising other businesses not to incorporate in Delaware. The ruling against Musk has since been appealed to the Delaware Supreme Court.
A few months later, the Delaware Supreme Court issued a decision in a case within Match Group Inc, which essentially stated that certain protocols must be taken before an “interested transaction,” that is one that involves a controlling shareholder with a potential conflict of interest, takes place.
This court decision was viewed by many companies with controlling shareholders as a catalyst of distrust in Delaware’s Court of Chancery, proof that the judiciary was not as reliable as it had long been perceived to be.
Since the Match decision, a number of companies have threatened to reincorporate from Delaware to other states, in a mass exodus that became known as ‘’DExit.”
The DExit scare led legislators and Gov. Matt Meyer to pass Senate Bill 21, essentially meant to reverse the Match decision by protecting directors and controlling stockholders in order to coax businesses to remain in the First State.
Senate Bill 21 was passed nearly unanimously and quickly signed by Meyer in March, but was not without controversy.
Email correspondence made available via Freedom of Information Act Request and a report from CNBC found that representatives for companies like Meta and Elon Musk’s legal team were involved in the bill’s drafting.
Supporters of the bill said the changes are a necessary course correction that will give corporations’ most powerful managers more predictability and consistency as they consider business transactions.
Opponents argued that the bill would hinder the Chancery Court’s ability to rule over conflicts of interest, allowing business leaders to benefit themselves at the expense of pensioners, retirees and ordinary investors.
Is ‘DExit’ a real threat?
Did SB21 fail in its intention to keep corporations in Delaware? The short answer is no, but it may be too soon to tell.
No matter the political and judicial landscape, one pattern has remained the same – companies leave Delaware every year. While exact numbers are hard to track, it’s generally safe to say that companies incorporated in Delaware far exceed companies that don’t.
“No single factor is going to decide what’s best for a company in terms of where to incorporate it,” said Cunningham. “I wouldn’t have expected [SB21] to promptly change any major decisions. It may have played some role, but it could be one in dozens of factors.”
During a Joint Finance Committee Hearing on Feb. 13, Delaware’s Department of State showed that over 80% of IPOs (initial public offerings) are incorporated in Delaware.
According to the presentation, the corporate landscape propped up by Delaware’s Division of Corporations, Courts and General Assembly generated around $2 billion in revenue for the state in 2024 from around 2 million entities incorporated in the state.
A number of the publicly available proxy documents that spell out reasons for leaving Delaware cite increasing franchise tax obligations in the state.
According to the Delaware Division of Revenue, all corporations incorporated in the state have a maximum tax of $200,000 and “large corporate filers” have a tax capped at $250,000. So, even trillion-dollar-companies like Meta pay a maximum of $250,000 in franchise taxes to Delaware – a price that more companies are citing as too high to stay in Delaware.
In terms of the “judicial uncertainty” referenced by many of the corporations threatening to re-incorporate, Cunningham believes the “drama may be overdone.”
“It’s true that businesspeople value certainty when making decisions,” Cunningham said. “I have not detected the pattern that is being described.”
Molly McVety covers community and environmental issues around Delaware. Contact her at mmcvety@delawareonline.com. Follow her on Twitter @mollymcvety.
Delaware
When will Delaware warm up? After snow, ice Tuesday, temps will rise
Ever seen a spring peeper peep?
A spring peeper singing in the Millsboro area.
Meteorological winter has ended and we’ve entered spring.
However, there’s still a last winter blast hitting Delaware early this week before a spring warm up hits at the end of the week.
Here’s a look at the Delaware forecast.
Will Delaware see more snow?
After a brisk Monday, March 2 with sunny skies and highs only reaching 35 degrees, there’s a chance of snow after 1 a.m. Tuesday, March 3 with freezing rain after 4 a.m. in New Castle County. Snow and freezing rain are expected before noon Tuesday, March 3. The county may receive less than a half inch of accumulation.
In Kent County and Sussex County, there’s a chance of snow and freezing rain after 1 a.m. Tuesday, March 3.
When will it warm up in Delaware?
It will start feeling like spring as warmer air moves into the First State on Tuesday evening, March 3, but wet weather is coming as well.
Rain is predicted from Tuesday, March 3 through Friday, March 5, but spring-like temperatures will make it bearable. In New Castle County temperatures will range from the mid-50s on Wednesday, March 3 to the 60s on Thursday, March 4 and Friday, March 5. Kent County should see temperatures in the 60s and Sussex County will see 70s during the mid- to later part of the week
What’s the weekend forecast?
Remember when you were daydreaming about warm weather during the polar vortex or blizzard? Well, it is coming next weekend.
The forecast is calling for sunny to partly sunny skies throughout Delaware on Saturday, March 7 and Sunday, March 8. Highs will reach the upper 60s in the north to the low 70s in the south.
Delaware
Law enforcement increases security across Delaware Valley after U.S. strikes on Iran
PHILADELPHIA – Law enforcement agencies across the Delaware Valley are boosting security at religious and cultural sites following U.S.-Israeli strikes against Iran, even as officials say there is no credible threat to the area.
The Department of Homeland Security also issued an alert after Operation Epic Fury, warning agencies to remain vigilant for suspicious activity despite assessing that a large-scale attack on U.S. soil is unlikely.
Hours after the strikes, protesters gathered in cities nationwide. In Phoenixville, dozens rallied Saturday afternoon, calling the military action “senseless.”
“Stop the war. People are suffering in this country with food prices, rent, healthcare, money for the people’s needs here,” said Curry Malott, a West Chester University associate professor of educational foundations and policy studies.
President Donald Trump has said the joint operation would eliminate Iran’s nuclear and military programs and change the regime. Some demonstrators criticized the president’s decision.
“Trump has broken his campaign promises with no new wars, and here he is going into another,” said Kyle Horstmann of Phoenixville.
Republican Congressman Brian Fitzpatrick said in a statement that Iran poses a grave threat, adding, “Iran and its proxies are responsible for countless deaths of Americans and our partners. That record is long, deliberate, and undeniable-and it cannot be ignored.” He adds sustained military engagement should be done with consent of Congress.
Democratic leaders, including Senator Andy Kim, argued the president failed to seek congressional approval for the strikes.
“I have zero confidence in this president who has so flagrantly violated our constitution,” Kim said. He called for Congress to immediately reconvene to vote on a war powers resolution.
“I hope there can be unanimity that when it comes to strikes of this magnitude, when American service members lives are at risk, what greater responsibility do we have in Congress than to look out for our service members and the national security of our country?” he said.
The Homeland Security alert also warned of potential low-level cyberattacks targeting U.S. networks, adding another layer of concern for authorities monitoring threats at home.
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Delaware
Delaware County looks to boost maternal services in face of need
As the Delaware County Health Department recognized success over a year period, county officials also voiced work needed to be done particularly in light of infant and maternal outcomes.
“Unfortunately, in Delaware County, we do still have some issues with maternal and child health,” county Executive Director Barbara O’Malley said. “Between 2019 and 2023, 1.3% of our births were classified as ‘very low birthweight.’
“That’s actually higher than our neighboring suburban counties, which are all under 1%,” she explained. “And Philadelphia is at 1.6. So, we know we have work to do and that’s what our health department is here to do.”
O’Malley added that 15.6% of Delaware County residents received inadequate prenatal care, which is determined by when someone begins their prenatal care.
In addition, County Deputy Health Director Stephanie Reese said the disparity among communities of color has grown.
“While Pennsylvania’s Black and white infant mortality gap has narrowed in recent years, Delaware County’s gap has widened. Black infant mortality in Delco increased from 2.9 to 3.9 times that of whites,” she said.
That’s a factor driven by low birthweights linked to premature birth and preventable social and environmental factors.
Last week, Delaware County Council approved to advertise a request for proposals for an awareness and education campaign for the county health department’s Centralized Intake System and the Delco Doula Collaborative. This is funded through a U.S. Department of Labor grant.
This action will allow the DelcoDoula.org to go live once completed. This site for the Delco Doula Collaborative is a web-based registry of perinatal doulas offering doula information and matching services in Delaware County.
“We have so many resources available to people but they may just not be aware of how much we can do for people that are around maternal and child health issues,” O’Malley said.
She said the intake system would be a single point of entry for maternal and child health resources, including eligibility-based matching.
“Once we maybe learn about you, we can give you customized services and resources that you would qualify for,” O’Malley added.
The executive director explained why it’s critical to focus on these outcomes.
“We do know that maternal and child health is very important for so many reasons,” O’Malley said. “A healthy infant, a healthy pregnancy obviously gives people a healthy life, a great start in life, has better health outcomes, educational outcomes and better outcomes for the families.”
Doula programs can help, she explained.
“Research shows that doula programs such as the one that is supported by grant funding through the health department (and) through The Foundation for Delaware County … that there are lower rates of pre-term births, lower rates of low birthweight, lower rates of Caesarian section and higher rates of breastfeeding,” O’Malley said.
One way to support this is through increased awareness of these programs and initiatives, something O’Malley said is hoped to improve birth outcomes and advance health equity in Delaware County.
While the awareness campaign is coming, many of these programs already exist.
“People can avail themselves of them right away,” O’Malley said, directing the community to the health department website.
There, moms and moms-to-be can get support through virtual pre- and postnatal partum doula groups, where moms can learn how to care for their baby, free supplies including diapers and baby essentials, immunizations for infants as well as mental health support for new moms.
“It is critical that we get our Delaware County infants and youth off to the right start and taking care of their moms and families is the way to do it and we do have a lot of resources and we want to make sure that people take advantage of them,” O’Malley said.
Other health programs
Among some of the efforts the Delaware County Health Department have done include meeting with residents during February to offer free blood pressure screenings across the county, including Yeadon, Lansdowne, Chester and Springfield.
Through its Delco Revive! program, it also continues to offer free CPR classes with another one being held at the Yeadon Wellness Center at 125 S. Chester Road from 9 a.m. to 1 p.m. on Thursday, March 26.
“According to the American Heart Association, about 70% of cardiac arrests that happen outside the hospital occur in homes,” county Council Chair Richard Womack said. “Please take the opportunity to learn how to save a life by participating in one of these classes.”
The health department also released its 2025 Annual Report that focused on strengthening public health infrastructure, expanding equitable access to services, and deepening community partnerships across the county.
Some of the accomplishments included expanded doula services, maternal wellness programming, and youth health initiatives to support healthy families and improve early-life outcomes; comprehensive Back-to-School events and community-based education efforts, including the Lead Free in 1-2-3 campaign connecting residents to screenings, supplies and preventive services.
Over the last year, the department has also offered continued implementation of Delco Revive! by increasing community training, lifesaving supply distribution, and overdose response capacity while also strengthening data-driven monitoring and outbreak response to guide prevention strategies and protect residents from communicable diseases; and also expanded the public health kiosks.
The department is also responsible for conducting inspections, investigations and regulatory enforcement to safeguard food safety, monitor environmental hazards, respond to complaints, and prevent vector-borne disease.
The annual report stated that 83% of the department’s $11.4 million budget came from federal and state funding and that the remainder for that time period was funded through American Rescue Plan Act revenues.
“As we reflect on 2025, this report represents the dedication of our staff and partners who work every day to protect and promote the health of Delaware County residents,” county Health Director Lora Siegmann Werner said. “We remain committed to building a resilient, equitable public health system for the future.”
The full Delaware County Health Department annual report can be viewed at https://delcopa.gov/sites/default/files/2026-02/DCHD-2025-Annual-Report-Revised.pdf.
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