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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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*Update – Suspect in Custody* State Police Investigating Home Invasion in Georgetown – Delaware State Police – State of Delaware

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*Update – Suspect in Custody* State Police Investigating Home Invasion in Georgetown – Delaware State Police – State of Delaware


Date Posted: Friday, May 29th, 2026

The Delaware State Police have arrested 44-year-old Robert Berry from Millsboro, Delaware for a home invasion that occurred in Georgetown.

On May 15, 2026, at approximately 10:30 a.m., troopers responded to the 24000 block of Lawson Road in Georgetown for a panic alarm activation reported by a home security vendor.  Troopers arrived and learned that the 83-year-old female victim had activated her panic alarm after an unknown male suspect, forced his way into her home as she opened her front door.  Once inside, the suspect pointed a handgun at her and demanded to see another unknown person he believed was inside the residence.  The victim was able to lock herself in a bedroom and activate her panic alarm while the suspect searched through the residence before leaving in an unknown direction.  The victim was not injured.

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Through investigative means, detectives identified Robert Berry as the suspect and obtained a warrant for his arrest.

On May 28, 2026, Berry was arrested and taken to Troop 4, where he was charged with the crimes listed below, arraigned by Justice of the Peace Court 2, and committed to Sussex Correctional Institution on a $166,000 cash bond.

  • Attempt to Commit Robbery 1st Degree (Felony)
  • Home Invasion Burglary 1st Degree (Felony)
  • Possession of a Firearm During the Commission of a Felony (Felony)
  • Possess, Purchase, Own, or Control a Firearm/Destructive Weapon if Previously Convicted of Two Violent Felonies on Separate
    Occasions (Felony)
  • Aggravated Menacing (Felony)

 

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Disclaimer: Any individual charged in this release is presumed innocent until proven guilty in a court of law.


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49-year-old dies by suicide while held in Delaware State Police cell

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49-year-old dies by suicide while held in Delaware State Police cell


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A 49-year-old Hartly man died after hanging himself in a holding cell at Delaware State Police Troop 3 in Camden, authorities said.

“Video surveillance confirmed that while detained alone in a temporary holding cell at Troop 3, [the suspect] used a shoelace to commit suicide by hanging,” state police said in a May 28 statement. “When troopers found [him], they attempted lifesaving efforts, but he was pronounced dead a short time later.”

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Police did not immediately respond to a late May 28 email seeking information on custody protocols or whether the suspect appeared suicidal.

In a May 28 press release, police said troopers were responding to a report of a domestic assault at a home on Misty Way in the Hartly-area about 8 p.m. on May 27.

Before troopers arrived, they were notified that the man had left the residence in his girlfriend’s vehicle. Police said he had an active arrest warrant stemming from a previous incident at the same location on May 22.

The vehicle was spotted by a Delaware State Police helicopter and a chase began, police said.

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The chase crossed into Maryland, then returned to Delaware before ending at the residence on Misty Way, police said.

There, police said he initially refused orders to get out of the vehicle, and when he finally did, he resisted further orders from troopers.

Police said he assaulted a DSP canine they deployed. When he was eventually taken into custody, police took him to an area hospital for evaluation of injuries sustained from the dog apprehension.

The Hartly man was released from the hospital on the morning of May 28 and taken to Troop 3, where police said he was charged with several crimes, including strangulation for the May 22 incident and resisting arrest with violence and second-degree assault on a law enforcement animal for the May 27 incident.

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Police said he hanged himself while being held at Troop 3, but did not specify when it occurred.

The Delaware State Police Homicide Unit, along with the Delaware Department of Justice’s Division of Civil Rights and Public Trust, are investigating.

Send tips or story ideas to Esteban Parra at (302) 324-2299 or eparra@delawareonline.com. This is a developing story. Return to delawareonline.com for updates.



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Delaware students improve test scores, but have yet to reach pre-pandemic proficiency

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Delaware students improve test scores, but have yet to reach pre-pandemic proficiency


Why Should Delaware Care?
Earlier this month, a new report found that Delaware is among the top states for math proficiency recovery rates since the COVID pandemic. Although four school districts were highlighted for their progress, all education officials have noted that more work needs to be done to meet their pre-pandemic proficiency levels. 

Six years after COVID began, Delaware students still have not returned to their pre-pandemic proficiency rates for reading and math, according to new test scores from the state’s youngest learners. 

But many are making progress. 

The results from the 2026 Education Scorecard – a large-scale academic study of federal and state testing data by Harvard and Stanford researchers – placed Delaware fourth out of 38 states in math recovery and in the top half of states in reading between 2022 and 2025. Additionally, a handful of school districts – Appoquinimink, Brandywine, Seaford, and Woodbridge – were reported to be among the top 500 in the country for math gains during those three years. 

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Brandywine and Appoquinimink also were recognized as being among the top reading performers.

Still, no Delaware district has bounced back to match their pre-pandemic math or reading scores. 

The report comes as Delaware schools for years have been dogged by low standardized test scores and high rates of chronic absenteeism. And, despite the modest rebounds, education officials say continued growth is needed to get students back to their pre-pandemic proficiency levels. 

Delaware Education Secretary Cindy Marten.

“Delaware students are still working to recover from the academic disruption of the pandemic, especially in reading,” Delaware Secretary of Education Cindy Marten said in a statement. “That is exactly why Delaware has a strategic plan, why we are focused on early literacy, and why implementation, accountability, and support for districts must remain our priority.”

Stephanie Ingram, president of the state’s educators’ union, pointed toward a need to update Delaware’s public education funding system in order to achieve scores that mirror pre-pandemic proficiency rates. 

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“If we want to reach – and exceed – pre-pandemic levels of student achievement, then it’s time to replace our post-World War II education funding system with a formula that delivers support where it’s needed most, so every child truly has an opportunity to succeed,” she said. 

Focusing on growth, addressing absenteeism

Although Brandywine was one of two school districts that outperformed others in math and reading, Superintendent Lisa Lawson says the district is “absolutely not” where it wants to be in terms of proficiency. 

“I do appreciate that we are growing faster in order to get there, but we have miles to go before we sleep,” Lawson said. 

Brandywine School District Superintendent Lisa Lawson. | PHOTO COURTESY OF THE BRANDYWINE SCHOOL DISTRICT

She said part of the way to match and surpass pre-pandemic levels is to ensure that students are in school every day.

“When you’re missing 20 or more days in the school year, there isn’t even a chance that we’re going to get you to where you need to be on grade level,” Lawson said. 

In 2022, the Brandywine School District had a 29% chronic absenteeism rate, according to the Education Scorecard data. It dropped to just under 16% in 2025.

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The United States Department of Education defines chronic absenteeism as a student missing 10% or more of school in a year. 

While absenteeism is still above pre-pandemic rates, Lawson said the district will continue to work with organizations, such as the Boys and Girls Club, to ensure students are coming to school. 

Breaking down the math

Like the Brandywine School District, Seaford students’ proficiency levels also rose substantially in recent years. 

Seaford Director of Instruction Kirsten Jennette credits the increase in part to the district’s efforts to use “illustrative math,” which helps students better understand concepts rather than just step-by-step math processes. 

In kindergarten, Seaford students use “math vocabulary,” Jennette said.  

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“They’re talking about math, they are deeply manipulating and learning about the concept,” she said. 

Seaford Superintendent Sharon DiGirolamo said the illustrative style helps students better understand the concept of multiplication or addition as they go through higher grade levels. 

“As they get older they start to see that multiplication is just a really fast way of adding,” she said.

The district also saw improvements in its chronic absenteeism rate, which decreased from 29.7% to 8.7% between 2022 and 2025. 

‘The beauty and the danger of a scorecard’

In recent years, Delawareans across the political spectrum have grown increasingly frustrated with the state’s education spending compared to students’ test scores.

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During a legislative budget committee hearing in March, State Sen. Dave Lawson (R-Marydel) noted his appreciation for Marten’s work, but said he has heard proclamations about improving metrics for the last 14 years, and test scores have still declined.

“So if [performance metrics] aren’t accomplished, what are going to be your actions?” he asked Marten during the meeting. “Are you still going to be secretary?” 

For the districts that are not among the top performers, there is a concern that their scores could be weaponized against them if the district goes out for a referendum request. 

The fear of weaponization exists in districts, such as Indian River, which saw mixed results on the Education Scorecard. The district’s math score showed improvement between 2022 and 2025, but reading scores declined. 

A classroom sits empty at Clayton Elementary School in the Indian River School District | SPOTLIGHT DELAWARE PHOTO BY JULIA MEROLA

Blair Catlin Brown, president of the district’s educators’ union, said the reading score decline cannot be attributed to just one reason.

While all districts worked toward pre-pandemic proficiency levels, Catlin Brown said her district was also in deficit spending. Those results create a Catch-22: taxpayers may feel less inclined to support a struggling district, but that would lead to deeper cuts that would only further inflame issues.

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She said Indian River educators knew a future referendum would not pass, and they were left waiting for decisions regarding which staff members and programs would be cut. 

“That just creates a feeling of unease, dissatisfaction, feeling like you’re not being valued, because at the same time we don’t stop working hard,” Catlin Brown said. 

At the same time, the district was working toward incorporating a new curriculum that focused on the science of reading. 

In August 2022, then-Gov. John Carney signed House Bill 304 into law, which prioritized the science of reading and required all public school students in kindergarten through third grade to participate in a screening three times a year to identify potential reading challenges.

Catlin Brown said the district did find a curriculum aligned with the science of reading, but acknowledged that it can take several years before a district sees improvement from a new curriculum. 

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She also said that reports, such as the Education Scorecard, do not show community members how hard teachers are working to get to pre-pandemic levels and higher, or that the district has recently updated and enhanced its curriculum. 

“That’s the beauty and the danger of a scorecard,” she said. 



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