Andreessen Horowitz left Delaware for Nevada, and you should consider too

Nick is a lawyer at Neon Law.

On July 9, 2025, Andreessen Horowitz reincorporated its management company, AH Capital Management, from Delaware to Nevada and published its reasons. They believe that Delaware's Court of Chancery "injected an unprecedented level of subjectivity into judicial decisions." It points to rulings that second-guessed director independence on founder compensation, expanded the "entire fairness" exception until it swallowed the business judgment rule, and, in one case later reversed, refused to let a company reincorporate elsewhere at all. The result, in a16z's view, is a forum that "can at times appear biased against technology startup founders" and imposes litigation costs a startup cannot carry. Nevada answers each point by statute rather than by judicial discretion: the business judgment rule is codified, directors and officers face monetary liability only for "intentional misconduct, fraud or a knowing violation of law," books-and-records demands are limited to holders of fifteen percent or more, and the legislature has authorized jury-trial waivers and a dedicated business court. Dropbox, TripAdvisor, and Tesla made the same move; a16z's point in going public is that the market penalty investors once feared for a non-Delaware charter "may be overblown."

Whether that reasoning fits your company is a judgment call, and we will make it with you. If you are a member of our Fractional General Counsel plan, we will handle a Nevada incorporation or redomestication for the cost of your plan plus the government filing fees. There is no separate legal fee. We prepare the articles, plan of conversion or merger, board and stockholder consents, and the Delaware exit filings, and we file them. This notice is attorney advertising and not legal advice; the right domicile depends on your capitalization table, your investors' expectations, and your exposure to controlling-stockholder litigation, and we will tell you if Delaware remains the better answer.