Capital Markets Insight: Reincorporation Considerations

Since mid-2024, the reincorporation of certain high-profile companies, both public and private, has received a great deal of media attention. Companies, including, among others, Roblox, Dropbox, The Trade Desk, Simon Property Group, Coinbase, Tesla, and Trump Media & Technology Group have opted to move their jurisdictions of incorporation. The majority of these companies moved to Nevada or Texas, both of which are sometimes viewed as being more “company friendly” than Delaware. Indeed, in July 2025, Andreesen Horowitz (or “a16z”), a Silicon Valley-based venture capital firm, blogged about its decision to reincorporate in a post titled “We’re Leaving Delaware, And We Think You Should Consider Leaving Too.” In the post, the firm detailed many of the reasons for the reincorporation of its primary business, AH Capital Management, from Delaware to Nevada, including an increasing lack of judicial certainty in Delaware and strong corporate statutes in Nevada designed to protect companies, their officers and directors.