DExit

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The directors’ and officers’ liability environment is always changing, but 2025 was a particularly eventful year, with important consequences for the D&O insurance marketplace. The past year’s many developments also have significant implications for what may lie ahead in 2026 – and possibly for years to come.  I have set out below the Top Ten D&O Stories of 2025, with a focus on future implications. Please note that on Thursday, January 15, 2026 at 11:00 am EST, my colleagues Marissa Streckfus, Chris Bertola, and I will be conducting a free, hour-long webinar in which we will discuss The Top Ten D&O Stories of 2025. Registration for the webinar can be found here. Please join us for the webinar.Continue Reading The Top Ten D&O Stories of 2025

In the current heated DExit debate over whether companies incorporated in Delaware should reincorporate elsewhere (usually Texas or Nevada), one factor often cited is the expense of litigating in Delaware, usually as a shorthand reference to a contention that plaintiffs’ counsel’s fee awards in Delaware’s court are out of control. This argument typically cites to a few recent cases in which the fees awarded unquestionably were large; recent academic studies have taken the argument further to contend that the fees awarded in some cases were excessive.

However, a more recent study, based on a comprehensive overview of all Delaware court fee awards in the last ten years, challenges the premise that fee awards are out of control; the study finds, rather, that fee awards generally have been within reasonable bounds, and argues that a very small number of outliers should not drive the analysis of the issues. The study concludes that Delaware’s flexible approach to fee awards provides the appropriate incentives for plaintiffs’ counsel and includes safeguards to protect against excessive fee awards. Perhaps most significant in light of the current controversy is the study’s authors’ finding that “we find no evidence that Delaware fees are systematically excessive.”Continue Reading But ARE Plaintiffs’ Counsel Fee Awards in Delaware Excessive?

In the following guest post, Ed Whitworth, the Head of Financial Lines at Inigo, and Yera Patel, Head of Casualty & Financial Lines Claims and Analytics for Inigo, summarize the results of a recent survey Inigo conducted of U.S. securities litigation defense counsel. The original of the survey summary previously was published on Inigo’s blog, here. I would like to thank Ed, Yera, and Inigo for allowing me to publish the report summary on this site. I welcome guest post submissions from responsible authors on topics of interest to the blog’s readers. Please contact me directly if you would like to submit a guest post. Here is the authors’ article. Continue Reading Guest Post: Inigo’s 2025 Defense Counsel Survey

In recent months, a debate has raged about whether Delaware companies should up stakes and reincorporate elsewhere, particularly Nevada or Texas. While this debate has sparked a great deal of discussion, and while a few high-profile companies have made the move, by and large the number of companies actually moving remained small. But now in a potentially significant development for the whole DExit topic, Silicon Valley VC firm Andreesen Horowitz has announced that it is leaving Delaware for Nevada, and, perhaps event more significantly, encouraging its portfolio companies to incorporate in Nevada as well. As discussed below, this development could represent an inflection point in the DExit debate, with potential significance for the corporate litigation going forward.Continue Reading Did the DExit Debate Just Hit an Inflection Point?

In late March, in order to try to stop a perceived flood of Delaware companies reincorporating in other states (in particular, Nevada and Texas), the Delaware legislature enacted a significant re-write of important sections of its General Corporation Law (DGCL).  Even though it has just been a few short weeks since the Delaware legislation was enacted, it is not too early to start asking whether the legislative changes will stop Delaware companies from reincorporating in other states. As discussed below, early indications seem to suggest that notwithstanding the legislative changes, at least some Delaware corporations will continue to seek to reincorporate elsewhere.Continue Reading Will Delaware’s Recent Corporate Law Revisions Stop Reincorporations?

As readers of this blog well know, a recent debate has been brewing over whether Delaware corporations should de-camp and reincorporate in another state, with Nevada and Texas often the preferred candidates. This debate gained momentum when Elon Musk called for states to redomesticate outside Delaware after the state’s courts struck down his ginormous Tesla pay package. As discussed here, in response to the DExit debate, Delaware legislators have now proposed a massive revision to Delaware’s corporate laws, among other things as a way to try to stop the perceived retreat of companies from Delaware. It now appears that opponents of the legislation are mounting an organized campaign to oppose the proposed revisions. It looks like the game is on for the proposed changes, as the bill sponsors prepare to try to move the legislation forward.Continue Reading Critics Launch Campaign Opposing Delaware SB 21

As readers of this blog undoubtedly are aware, one of the provocative topics that has emerged in recent months is whether companies incorporated under the laws of Delaware should redomesticate under another state’s law, with Texas and Nevada as the alternative states typically under discussion. This ongoing debate has gained momentum in recent days, as additional firms have signaled an intent to move on from Delaware. There have also been a number of other key developments, including the introduction of legislative initiatives and an important court decision, providing further context for the ongoing discussion. Because the discussion of this topic is unlikely to end any time soon, it is important to recognize and understand the recent developments.Continue Reading The Delaware Redomestication Debate Heats Up