Coinbase is the latest major company to abandon Delaware in favour of Texas, marking what could be the beginning of a huge shift in the American corporate landscape.
Paul Grewal, Coinbase's chief legal officer, announced that the cryptocurrency exchange is changing its state of incorporation.
The move comes exactly one year after Elon Musk did the same with his electric vehicle company. He also recently relocated his rocket manufacturer, SpaceX, from Delaware to Texas.
“Delaware’s legal framework once provided companies with consistency. But no more,” Grawal wrote.
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Similarly, several other prominent companies, including Dropbox, TripAdvisor and venture firm Andreessen Horowitz, have reportedly announced they're leaving Delaware as well.
The mass departure followed Musk's own battle with Delaware courts where a judge there threw out his gigantic 2018 pay deal worth about $56 billion in Tesla stock options. The tech mogul's been telling other companies to leave ever since.
“If your company is still incorporated in Delaware, I recommend moving to another state as soon as possible,” Musk wrote in a post on X in February 2024.
In another, more recent post, the world's richest man shared: "Delaware needs to make major changes immediately or continue to lose its single biggest asset, which is being the incorporation state for most companies in America." He also argued that Woodrow Wilson should be 'very low in presidential rankings' as he 'caused a lot of harm to America and the world.'
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The mass departure really got going after Musk's own battle with Delaware courts. A judge there threw out his gigantic 2018 pay deal - worth about $56 billion in Tesla stock options - and Musk's been telling other companies to leave ever since.
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Last week, Tesla shareholders voted to approve Musk’s more recent pay package, which could be worth up to $1 trillion. The deal was approved by 75% of the votes and is expected to secure Musk's future in the company.
As a condition, the CEO must drastically raise the electric car firm's market value over the next 10 years, while also meeting other performance targets. However, the sheer scale of the potential payout has drawn criticism from governance experts and some investors who argue that the package shouldn't go ahead.
Delaware has long been the favourite state for US companies to incorporate due to its flexible corporate code and qualified judiciary in business law. The state has seemingly been viewed as effectively balancing the rights of executives and shareholders.