DEXIT: It is no wonder corporations are fleeing Delaware. The FTC told Verisk last year that its acquisition of AccuLynx wouldn't be approved. Now a Delaware judge is forcing Verisk to close the deal seven months later.

🚨 DEXIT: LandBridge’s board has unanimously approved leaving Delaware and redomiciling the company in Texas. The NYSE-listed energy and infrastructure company will convert from a Delaware LLC into a Texas corporation. LandBridge says the move should expand its eligibility for major stock indexes and broaden its investor base. One detail worth noting: LandBridge already trades on both the NYSE and NYSE Texas. Primary source:

💰Delaware raises the price of its corporate franchise while fighting DExit Delaware’s new fee regime is now taking effect. HB 400 raises the annual tax on LLCs, LPs and general partnerships from $300 to $400 .. a 33% increase - and increases a range of Division of Corporations filing and service fees. Delaware’s own fiscal analysis says the changes are designed to generate roughly $150 million in additional annual revenue. Most of the filing-fee changes became effective August 1; the alternative-entity annual-tax increases apply to the 2026 tax year. That matters because Delaware openly acknowledges how dependent it is on the franchise: state lawmakers said corporate taxes and fees generate roughly $2.56 billion, about 37% of state revenue. One Delaware legislator specifically warned during the debate that competitors such as Nevada could use these increases in the DExit fight.

🚨 TODAY: A NASDAQ COMPANY THAT TRIED TO LEAVE DELAWARE FOR NEVADA IS HOLDING A SHAREHOLDER VOTE TO FIX A REINCORPORATION THAT NEVER LEGALLY HAPPENED. Twin Vee PowerCats filed to convert from Delaware to Nevada in April, then discovered that only about 19.5% of its outstanding shares had approved the move … not enough under Delaware law. The company unwound the filings and acknowledged that its subsequent 1-for-37 reverse stock split was also a defective corporate act because it was never legally a Nevada corporation. Shareholders are voting today to ratify the split under Delaware law and clean up the corporate record. For corporate lawyers watching DExit, this is a fascinating case study in how badly the mechanics of a state-to-state move can go if the approval process is mishandled.

JUST IN: THE SEC IS MOVING TO SCRAP THE FEDERAL RULE GOVERNING SHAREHOLDER PROPOSALS … AND HAND THAT POWER BACK TO THE STATES. The SEC has sent a proposal to White House review that would rescind Rule 14a-8, the federal framework that determines when shareholders can force proposals onto public-company proxy ballots. SEC Chairman Paul Atkins has argued the rule infringes on state corporate law. The implications for DExit could be enormous. Texas already allows companies to impose thresholds as high as $1 million of stock ownership for shareholder proposals, versus as little as $2,000 under the current SEC rule. If Washington pulls back, where a company incorporates could suddenly matter even more for the balance of power between boards, founders and activist shareholders.

🚨 NEW: CATHETER PRECISION’S BOARD WANTS OUT OF DELAWARE — AND SAYS THE STATE COSTS IT ABOUT $200,000 A YEAR IN FRANCHISE TAXES. The public company’s board is unanimously recommending shareholders approve a move to Nevada. In the proxy filed today, it specifically cites lower fees, reduced litigation risk, broader protections for directors and officers, and greater corporate flexibility as reasons to leave Delaware. The filing is unusually explicit about the economics and legal calculus driving DExit.

NEW: DELAWARE CHANCERY JUST DENIED SB21 SAFE-HARBOR PROTECTION IN ONE OF THE FIRST MAJOR RULINGS INTERPRETING THE STATE’S 2025 CORPORATE-LAW REWRITE. In the Whole Earth Brands case, Vice Chancellor Lori Will ruled that Delaware’s newly expanded Section 144 protections could not knock out the lawsuit at the pleading stage. The court found it reasonably conceivable that the board acted with gross negligence after a conflicted CEO leaked confidential information to his father’s company, then regained access to sale-process materials while that company pursued an acquisition. The ruling matters because SB21 was passed amid DExit specifically to give boards and controlling shareholders a more predictable path to protection from litigation. Delaware’s courts are now defining where that protection stops.

🚨 JUST IN: SPRUCE POWER SHAREHOLDERS VOTE TO LEAVE DELAWARE FOR TEXAS. The NYSE company disclosed this morning that investors approved the redomiciliation by roughly 9.8 million votes to 1.5 million. Its board cited reduced litigation risk, Texas’ codified business judgment rule, lower costs, a more favorable business environment and greater certainty for corporate decisionmakers. The board also explicitly reviewed growing “DExit” momentum before choosing Texas. ISS recommended against the move. Shareholders approved it anyway.