Andreessen Horowitz Relocates to Nevada, Citing Delaware's Judicial Bias Against Tech Startups.

Andreessen Horowitz is relocating its main business entity, AH Capital Management, from Delaware to Nevada citing the state's judicial bias against tech startup founders and boards. The firm argues that Delaware's Court of Chancery has introduced subjectivity into judicial decisions, causing legal uncertainty. This move follows other high-profile tech firms, such as Tesla and SpaceX, that have opted to incorporate out of Delaware.

Andreessen Horowitz (A16z), a prominent venture capital firm, has announced a significant move by relocating its main business entity, AH Capital Management, from Delaware to Nevada. The decision is driven by the firm's dissatisfaction with perceived judicial biases in Delaware's Court of Chancery, which has introduced an unprecedented level of subjectivity into judicial decisions, according to the firm [1].

The relocation follows a growing trend of tech firms moving out of Delaware. High-profile companies like Tesla, SpaceX, Dropbox, Tripadvisor, and Bill Ackman's Pershing Square have also incorporated out of Delaware due to contentious court rulings and legal uncertainties [2]. A16z, which has been an early backer of key AI companies like Databricks and xAI, joins this list, citing Delaware's Court of Chancery as the primary reason for its decision [1].

Delaware's legal protections for corporate boards have traditionally been a significant draw for companies, but recent court rulings have fueled discontent among corporate leaders. Last year, a Delaware judge rescinded Elon Musk's $56 billion pay package, prompting Musk to urge other companies to follow Tesla and leave the state [2].

In contrast, Nevada has positioned itself as a more favorable corporate domicile, offering a potentially more permissive governance framework paired with a diminished need to rely on judicial application of fiduciary duties [3]. Nevada's statute-based approach and its deferential principles of Delaware corporate law make it an attractive alternative for tech companies seeking to avoid contentious legal environments.

The move by A16z highlights the ongoing debate about the choice of corporate domicile. While Delaware remains the globally preferred corporate domicile, states like Nevada and Texas are increasingly seen as viable alternatives. The 2025 amendments to the Delaware General Corporation Law (DGCL), Nevada Revised Statutes (NRS), and Texas Business Organizations Code (TBOC) reflect these ongoing discussions and may impact the decision-making process for companies considering a change in domicile [3].

As more tech firms follow A16z's lead, it will be interesting to see how these changes shape the corporate landscape and influence future investment strategies. The relocation of A16z underscores the importance of understanding the legal and regulatory environments in which companies operate, particularly for those in the tech sector.

References:

[1] https://www.devdiscourse.com/article/law-order/3498837-andreessen-horowitz-moves-from-delaware-to-nevada-a-landmark-decision-in-tech
[2] https://ca.finance.yahoo.com/news/andreessen-horowitz-moves-delaware-citing-012655534.html
[3] https://www.mondaq.com/unitedstates/contracts-and-commercial-law/1645878/overview-of-2025-delaware-nevada-and-texas-corporate-legislationimpact-on-choice-of-corporate-domicile