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Companies continue to consider reincorporation. Does this mean trouble for Delaware?

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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?

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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.

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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?

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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.

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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.

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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.

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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.

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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

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Delaware’s ASPIRA schools CEO retiring, effective immediately

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Delaware’s ASPIRA schools CEO retiring, effective immediately


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The ASPIRA school community was told on March 23 its chief executive officer would be “leaving the organization effective today.”

That’s Margie López Waite, an education leader who helped open Delaware’s first dual-language charter school, Las Américas ASPIRA Academy, in 2011. That one-page letter to staff didn’t give a reason for the departure, but school leadership later issued a statement to Delaware Online/The News Journal around 7 p.m., March 24.

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“ASPIRA Delaware’s Chief Executive Officer, Margie Lopez Waite, has chosen to retire and pass the leadership to the next generation that will guide us into the future,” Board President Guillermina Gonzalez said. “Yesterday’s letter was intended to be an internal communication to begin that transition and not to be our external statement as the public announcement of her retirement.”

ASPIRA’s board of directors further confirmed a “national search” will begin for the next CEO, while school operations will “continue as normal” under existing leadership. An upcoming board meeting set for 6 p.m. on March 25 also includes mention of a coming “CEO Report” by K-8 Head of School José Avilés Rivera.

The charter school titan – as recognized in on Philadelphia’s “Titan 100” list of CEOs in 2025 – had seen her Newark-area outfit grow from some 300 K-5 students, to more than 1,400 across both the academy and ASPIRA High School. ASPIRA of Delaware, following more than 50 years of vision from its national affiliate, sought to see its schools boost support of Latino youth in the area.

López Waite had taught in the public school, worked as its first principal and later as the chief executive.

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“We are grateful to Margie for her contributions to ASPIRA and her commitment to our students, staff and community during her tenure,” the board wrote. “Our priority at this time is to ensure continuity, stability and ongoing support for our students, teachers and families.”

López Waite did not respond to requests for comment by time of publication, nor was she quoted in the board’s letter.

When reached for comment March 24, a spokesperson from the Delaware Department of Education simply said officials “haven’t been briefed.” Kendall Masset, executive director of Delaware Charter Schools Network, indicated the evening’s statement from the school should speak for itself.

ASPIRA’s board said it understands some in its community are left with more questions.

“ASPIRA remains confident in the strength of its leadership team and is fully committed to providing a high-quality educational experience for every student,” Gonzalez said. “We look forward to keeping the community involved as we grow and move forward.”

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ASPIRA expansion, challenges

The former CEO also has been a prominent Latino community advocate, lending her service on the boards and groups like the Redding Consortium, Rodel Foundation, Delaware Charter School Network and Hispanic Commission in Delaware. In 2024, she fell among Delaware Online/The News Journal’s Most Influential Delawareans in Education, as the state continued a shift to see bilingualism as an educational asset.

However, these schools have not avoided issues.

Last spring, eight school buses of students from ASPIRA High were transported to Ogletown Baptist Church after a staff member accidentally fired their gun at the school, as previously reported in April 2025. Delaware State Police described no harm to students, but a bus driver and member of school staff had unintentionally shot himself in the leg.

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Also, near the start of last school year, López Waite and her leadership team had faced multiple teachers resigning at once.

Four teachers had resigned around the same time, the then-CEO explained over the phone in October 2024, which can be “very shocking” in a small school community. At the time, she credited that to dissatisfaction with the selection process of the high school’s next head of school, as replacement searches began.

Overall, López Waite had seen boons in her school community.

She saw the first high school class – having grown with the charter, literally – graduate in May 2024. They saw the school grow from a partial warehouse, to two schools with a cafeteria and gym. And to further expand that ASPIRA footprint, a new Las Americas ASPIRA Academy dual-language school is still envisioned down in Georgetown, though it will likely open in 2027, a year later than planned.

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“We wish her well in her future endeavors, though we know she will always be an Aspirante!” President Gonzalez said Tuesday night.

This story has been updated with more information from school leaders.

Got another education tip? Contact Kelly Powers at kepowers@usatodayco.com.



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Done Deal: 525 Delaware Avenue – Buffalo Rising

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Done Deal: 525 Delaware Avenue – Buffalo Rising


An historic Delaware Avenue building traded hands yesterday.  525 Delaware Avenue LLC purchased the namesake property for $1.25 million. The circa 1896 E.B. Green office building was listed last year with a price tag of $1.45 million. The Edward C. Cosgrove Estate was the seller.

This three story, 6,100 sq.ft. building features a grand Victorian staircase, refurbished oak floors, and pocket doors, among other historic details. The building also has five fireplaces, a marbled bathroom, and alabaster Italian sconces.

The buyer is unknown. The LLC is registered to ZenBusiness in Albany, a registered agent office.

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Delaware Found A Genius Way To Stop Trucks From Hitting Low Bridges By Dangling Boat Fenders From Poles – The Autopian

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Delaware Found A Genius Way To Stop Trucks From Hitting Low Bridges By Dangling Boat Fenders From Poles – The Autopian


One of the most hilarious auto-related Internet sensations is watching a big truck attempting to fit under a low bridge. It always ends poorly for the truck, usually with a large chunk munched off the top by the bridge. While it’s fun to watch, trucks crashing into low rail bridges is a serious problem, as not only do the trucks get damaged, but traffic has to halt on the road and on the rails as the accident is cleared up and the bridge is inspected. Ideally, these crashes just wouldn’t happen at all, but too many drivers keep messing up. For the past few years, the state of Delaware might have found the best solution yet by placing giant plastic balls before a bridge. Here’s how so-called “Clanker Balls” have saved both trucks and bridges from hits.

America’s roads are full of bridges that offer varying levels of clearance underneath. If you’re driving down the Interstate Highway System, you can usually expect 16 feet of clearance between the pavement and a bridge. This number reduces to about 14 feet in some urban areas. These clearances generally work because the typical tractor-trailer sits at 13 feet, six inches high.

Vidframe Min Bottom

However, the bridges found on local roads may vary. Many of the old rail bridges peppering America’s secondary roads offer far less than 14 feet of clearance because they were built before modern standards. The most infamous bridge is the Norfolk Southern–Gregson Street Overpass in Durham, North Carolina, which is also known as the “11-foot-8+8 Bridge” or the “Can Opener Bridge.” This bridge, which isn’t even the lowest that you’d find in America, attained its infamy because an office worker near the bridge pointed some cameras at the bridge for all to watch. Take a look!

When Old Infrastructure Meets Modern Traffic

These many low bridges across America cause headaches for trucks on the road because their drivers have to route around them, hopefully not causing any other problems in the process. If the drivers ignore warnings or don’t realize how tall their trucks are, they may end up clogging both road traffic and rail traffic after slamming into a bridge. These bridges sometimes need to be repaired after a hit from a truck. One crash can cause a ripple effect on a particularly busy rail line as trains have to stop.

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In a perfect world, these accidents wouldn’t happen. The approaches for these bridges have yellow signs that clearly call out their low height. A trucker should also always know how tall their vehicle is. However, signs are only effective if drivers look at them. Likewise, the signs aren’t any help if the driver doesn’t realize how tall their vehicle is, as might be the case for someone driving a rental truck or someone towing a fifth-wheel camper.

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A truck failed to clear an 11’5″ bridge in Westbrook, Maine. Credit: Westbrook Fire Department

Sadly, the solution isn’t as simple as you’d think. These bridges often cannot be raised easily, and roadbeds sometimes cannot be lowered easily. Raising a rail bridge would require a reconfiguration of the rail grade approaching and departing the bridge. The bridge would then be rebuilt, causing delays or full stops on the rail line for potentially months. Of course, this would cost the bridge’s owner, usually the railroad, millions of dollars.

Lowering the roadbed might be difficult due to any infrastructure that may be under the road. Of course, this would also take time and cost a town a ton of cash. Even when the infamous Can Opener Bridge was raised, it was increased only eight inches to 12 feet, four inches, so it still messes up trucks.

Convincing Big Trucks To Stop

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The Can Opener Bridge. Screenshot: yovo68/YouTube

The alternative is to develop a solution to stop trucks from slamming into the bridge in the first place. At the Can Opener Bridge, for example, a sensor placed a half-block from the bridge detects when a truck is too tall, and then triggers an LED board to flash in an attempt to warn the driver. The traffic light in the intersection before the bridge also automatically turns to red. In theory, a driver approaching the bridge has 50 seconds to react before hitting the bridge, and there are warnings all over during the approach.

Yet, drivers still ignore all of the warnings, run the red light, and let the Can Opener Bridge slice their trucks open. Since drivers still can’t get the message, the North Carolina Railroad Company has a heavy steel crash beam that munches up the trucks so the bridge doesn’t get damaged.

The state of Delaware has taken a different approach. There is an infamous train trestle in Newark, Delaware, along Casho Mill Road.

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Google Maps

This bridge, which has been around since the late 19th century, originally offered 11 feet, one inch of clearance. In the modern era, the bridge offers only eight feet, seven inches of clearance. This bridge makes the Can Opener Bridge seem roomy in comparison. The Casho Mill Road bridge is so short that it can easily trim off the tops of camper vans and lifted SUVs, forget about any sort of commercial vehicle.

As such, this bridge, which is just one of many short bridges in Delaware, has been beaten up by tall trucks throughout its long life. Mark Luszcz, the Delaware Department of Transportation’s Deputy Director for Operations & Support, published a presentation where he even found a news report from the 1970s about the bridge eating a truck.

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Casho Mill Clankers Masite Luszcz 0bd618c748064fe2
DelDOT

Between 2005 and 2022, the Delaware Department of Transportation says, 78 vehicles crashed into the bridge. Eight of those crashes happened in 2021 alone, with another six crashes occurring in 2022.

The state has been trying to curb the crashes, with most methods being unsuccessful. In 2003, the state installed a set of lights that flash and are accompanied by a sign that says “Vehicle Exceeds Tunnel Height When Flashing”. Drivers ignored both. In 2017, the sign next to the lights was updated to say “TRUCKS – Too High When Flashing – Use Turnout”. Another sign was added to the bridge height marker that said: “Your Truck WILL NOT FIT”. Again, drivers ignored the lights and signs, just like they do with the bridge in North Carolina.

Delaware’s Big Orange Balls

Wra Casho Mill Rd Clankers Clank (1)
WRA, LLP

In 2018, CSX Transportation had become tired of trucks running into its bridge. So, it petitioned the Delaware Department of Transportation to close the under-grade crossing and then to fill the hole in so that no vehicle may ever crash into the rail bridge again. This lit a fire under Newark and Delaware state officials to try to fix the issue.

In 2019, the Delaware General Assembly proposed a solution. What if Delaware started using an over-height vehicle warning system? Such systems were already in place at the NYC Port Authority and parts of Pennsylvania and New Jersey. These systems were simple, too, utilizing a set of metal cans dangling from an overhead beam. If an over-height truck approached a low bridge, it would slam into the metal cans long before hitting the bridge, and its drivers would be alerted, alarmed, and come to a stop.

Screenshot (1366)
Google Maps

In 2021, the State of Delaware, DelDOT, and the City of Newark penned an agreement to install so-called “clankers” at the Casho Mill Road bridge.

Delaware’s interpretation was a bit different than what engineers found at the NYC Port Authority and elsewhere. Engineers had found that the metal cans of those over height vehicle vehicle warning systems weren’t very loud. They also didn’t look particularly appealing. The solution? They grabbed a bunch of Taylor Made Tuff End vinyl boat fenders.

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West Marine

Apparently, the sound created from hitting a bunch of boat fenders sounds more like a loud boom than a clank, but the nickname “clankers” stuck, anyway. The existing signage and lights were retained as well.

Whitman, Requardt & Associates, LLP, the engineers behind the project, added an additional sign that’s not only so huge that you basically can’t miss it, but also says in bold letters that if you don’t stop, your truck will go “kaboom”.

Bridgesupport 4
WRA, LLP

Add it all up, and there’s a lot of drama when a truck hits the clankers. The boat fenders make a loud boom and bounce all over the place while connected to their chains. Usually, the driver of the truck is snapped out of whatever daze or distraction they’re in and slams on the brakes. Then they see the sign warning of impending doom and decide not to press forward.

DelDOT admits that the signage and hanging boat fenders are not Manual on Uniform Traffic Control Devices-compliant. However, the state, the city, and residents do not care because the clankers have been super effective. In 2023, there were zero reported crashes at the bridge; the first time such has been recorded since 2005.

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Clankers Hero 0
WRA, LLP

The state, city, and locals have also had some great fun with the clankers. People have decorated their homes with clanker replicas during the holidays, fire departments have hung clankers from their trucks during parades, and there’s even a satirical Facebook page that publishes funny posts around the clankers. Weirdly, these boat fenders hanging from a metal bar have become a bit of an in-joke in Delaware.

As NBC10 Philadelphia reports, other clankers have been installed in Milford, Newport, near Delaware Park, and on Chapel Street. DelDOT says that while the clankers have been amazingly effective, they haven’t been perfect. In more recent times, DelDOT has discovered that some trucks hit the clankers, come to a stop, but then continue forward, hitting the bridge. The state believes that the majority of these few remaining incidents may be college students driving rental moving trucks and not understanding what the clankers mean.

Clangers
Pictured, a Ram slams its brakes after the boat it’s towing hits the clangers. – Credit: DelDOT

Still, the clankers have been so good at their jobs that officials in California, Ohio, and other states have been reaching out to DelDOT to see if they can rig up their own version of the system.

So, if you happen to drive through one of these states and see what looks like a bunch of plastic balls hanging down from a traffic light, now you know why. Those are just simple boat fenders, and they’re there to stop truckers from blowing up their load onto a train bridge. If you’re driving a truck of some kind and you hear a loud boom just before going under a bridge, it’ll probably be wise to turn around. If you don’t, you might just turn your rig into a convertible.

Topshot graphic image: WRA, LLP

 



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