After Elon Musk’s Delaware exit, state lawmakers weigh bill to overhaul corporate law
Tesla CEO Elon Musk looks on as US President Donald Trump speaks to the press as they stand next to a Tesla vehicle on the South Portico of the White House on March 11, 2025 in Washington, DC.
Mandel Ngan | AFP | Getty Images
Tesla CEO Elon Musk turned Delaware’s corporate law into a hot-button topic last year after a judge there ruled that his $56 billion pay package from 2018 was illegally granted and should be rescinded.
In social media posts, Musk smeared the judge and became an outspoken critic of Delaware’s judiciary, moving the site of incorporation for Tesla and his other companies out of the state while encouraging others to follow suit. Dropbox moved its site of incorporation to Nevada, and Bill Ackman said his Pershing Square Capital Management would exit Delaware. Meta and Walmart are reportedly considering leaving.
After a flurry of such announcements, Delaware’s Senate Majority Leader Bryan Townsend, a corporate attorney by trade and former clerk for Delaware’s Court of Chancery, began looking into the matter with fellow elected leaders. He then moved to sponsor a bill, known as SB 21, aimed at making Delaware a more attractive state for businesses.
On Thursday, the state Senate voted to pass an amended version of SB 21. If it passes Delaware’s House of Representatives, in a vote expected next week, and gets signed by the governor, the bill would change the state’s corporate law. Notably, it would alter how companies can use independent directors and other officials to ensure deals they’ve made will pass muster in court, and limit the records that shareholders can obtain from companies when investigating possible wrongdoing.
Townsend told CNBC that the aim of the bill is to ensure Delaware corporate law is clearer and more predictable, and that the state remains attractive to both investors and corporate leaders.
Many institutional investors, legal scholars and shareholders’ attorneys have opposed the bill, arguing that it would harm minority shareholders and allow boards and executives to make decisions based on their own interests rather than for the broader investor base.
The International Corporate Governance Network (ICGN), consisting of investors with more than $90 trillion in combined assets under management, spoke out against the bill on Tuesday. According to its website, ICGN members include Alliance Bernstein, the Swedish AP funds, BlackRock, CalPERS, CalSTRS, Franklin Templeton, Norges and Vanguard.
ICGN CEO Jen Sisson cautioned in a letter sent to Delaware state senators and representatives that SB 21 “will be detrimental to shareholder rights, with potentially significant negative implications for long-term returns for investors, including people saving for their retirements, current retirees and other individuals investing their savings.”
Sisson also said the bill would “reduce judicial oversight” and diminish shareholders’ trust that they can “seek remedies through litigation, when necessary.”
The anti-Delaware sentiment has at least some political motivations. While aligning themselves with President Donald Trump, executives like Musk and Ackman are trying to publicly undermine what they describe as “activist judges” who have issued rulings they found disagreeable.
Musk also has a lot of money potentially at stake. If adopted, legal scholars have argued, the new law could help the world’s richest person in his effort to reverse the court’s order in January 2024 that rescinded his mammoth pay package.
Unusual rollout
In her ruling, Delaware Chancery Court Judge Kathaleen McCormick said Musk’s compensation plan had been inappropriately set by Tesla’s board, which was controlled by Musk, and approved by shareholders who were misled by Tesla’s proxy materials before being asked to vote on the matter. Musk filed for an appeal, and the case is now in the hands of the Delaware Supreme Court.
As CNBC previously reported, Richards, Layton & Finger, a corporate defense firm whose clients include Musk and Tesla, helped draft the bill. The firm told CNBC that it wasn’t working on behalf of any specific client and that it was “part of a group, including highly respected lawyers, professors, and former jurists.”
Other shareholders’ attorneys have opposed SB21, or called for significant revisions, in part because of the bill’s unusual rollout.
Changes to Delaware corporate law historically have been drafted by a broad coalition of attorneys representing companies, executives and minority shareholders, and who are part of the Delaware State Bar Association’s Corporation Law Council (CLC).
SB 21 was introduced to Delaware’s legislature on Feb. 17, without any initial review or participation by the CLC.
Matt Meyer, candidate in the 2024 Delaware gubernatorial election to replace term-limited incumbent governor John Carney.
Courtesy: New Castle County
Townsend said Delaware’s elected leaders had fielded complaints from a number of public companies, or attorneys representing them, which he declined to name. Their frustrations had reached a “boiling point” he said, while other states like Texas and Nevada were making a concerted effort to provide an alternative.
“We wanted to address what we can legislatively,” Townsend said.
If Delaware’s House passes the bill, it would hit the desk of Democratic Gov. Matt Meyer.
Even though Delaware is a heavily Democratic state — Trump lost by almost 15% in the 2024 election — the legislation has support from some prominent party leaders, including the governor, as well as corporate defense attorneys, legal scholars and former Delaware litigants unhappy with prior rulings in the state.
Meyer said in an interview on Tuesday with CNBC’s Andrew Ross Sorkin that attorneys and corporate executives have told him that “there is some loss of clarity, predictability and fairness” in Delaware’s corporate law that he believes should be remedied.
A group of 21 law firms, including Cravath, Swaine & Moore, Gibson Dunn and Latham Watkins, sent a letter of encouragement to the state’s general assembly dated March 11.
The group wrote that the bill “provides statutory definitions and safe harbors that enhance clarity and will facilitate proactive evaluation of director appointments, conflicts cleansing and transactional planning.” SB 21 could also help companies incorporated in Delaware to “streamline corporate decision-making and transactional execution,” the lawyers wrote.
In his CNBC interview, Meyer downplayed fears that a so-called DExit was underway, a reference to a mass exodus of companies out of Delaware to incorporate in other states.
Delaware boasts 2.2 million corporate entities from around the world that are registered in the state, including 81% of U.S. companies that went public last year, Meyer said, adding, “The idea that we’re losing something is not totally accurate.”
When he was running for governor, Meyer’s campaign was heavily supported by entrepreneur Phil Shawe, a former Delaware litigant who became an outspoken critic of the state’s Court of Chancery after he was sanctioned in a case concerning who should maintain ownership of a business he started with his ex-fiancee. In 2018, he moved incorporation of the company, TransPerfect, to Nevada.
Last year, Shawe spent $2 million on an ad campaign slamming Delaware, and supporting Musk, all while encouraging other companies to flee the state. Shawe also contributed over $1 million to fund a political action committee supporting Meyer.
Shawe told CNBC, in an emailed statement, that he was not involved in drafting SB21 but “had lots of concerns and ideas” about Delaware’s Court of Chancery, and was “proud to have been at the forefront of this important discussion.”
Gov. Meyer’s office didn’t respond to a request for comment.
Shares of advertising technology company AppLovin and stock trading app Robinhood Markets each jumped about 7% in extended trading on Friday after S&P Global said the two will join the S&P 500 index.
The changes will go into effect before the beginning of trading on Sept. 22, S&P Global announced in a statement. AppLovin will replace MarketAxess Holdings, while Robinhood will take the place of Caesars Entertainment.
In March, short-seller Fuzzy Panda Research advised the committee for the large-cap U.S. index to keep AppLovin from becoming a constituent. AppLovin shares dropped 15% in December, when the committee picked Workday to join the S&P 500. Robinhood, for its part, saw shares slip 2% in June when it was excluded from a quarterly rebalancing of the index.
The S&P 500 already has a heavy concentration of large technology companies. Datadog and DoorDash entered earlier this year.
It’s normal for stocks to go up on news of their inclusion in a major index such as the S&P 500. Fund managers need to buy shares to reflect the updates.
AppLovin and Robinhood both went public on Nasdaq in 2021.
Robinhood has been a favorite among retail investors who have bid up shares of meme stocks such as AMC Entertainment and GameStop.
AppLovin itself became a stock to watch, with shares gaining 278% in 2023 and over 700% in 2024. As of Friday’s close, the stock had gained only 51% so far in 2025. AppLovin’s software brings targeted ads to mobile apps and games.
Earlier this year, AppLovin offered to buy the U.S. TikTok business from China’s ByteDance. U.S. President Donald Trump has repeatedly extended the deadline for a sale, most recently in June.
At Robinhood’s annual general meeting in June, a shareholder asked Vlad Tenev, the company’s co-founder and CEO, if there were plans for getting into the S&P 500.
“It’s a difficult thing to plan for,” Tenev said. “I think it’s one of those things that hopefully happens.”
He said he believed the company was eligible.
Shares of MarketAxess, which specializes in fixed-income trading, have fallen 17% year to date, while shares of Caesars, which runs hotels and casinos, are down 21%.
AppLovin and Robinhood ytd stock chart.
U.S. Federal Trade Commission Commissioner Rebecca Slaughter raised questions on Friday about the status of an artificial intelligence chatbot complaint against Snap that the agency referred to the Department of Justice earlier this year.
In January, the FTC announced that it would refer a non-public complaint regarding allegations that Snap’s My AI chatbot posed potential “risks and harms” to young users and said it would refer the suit to the DOJ “in the public interest.”
“We don’t know what has happened to that complaint,” Slaughter said on CNBC’s ‘The Exchange.” “The public does not know what has happened to that complaint, and that’s the kind of thing that I think people deserve answers on.”
Snap’s My AI chatbot, which debuted in 2023, is powered by large language models from OpenAI and Google and has drawn scrutiny for problematic responses.
The DOJ did not immediately respond to a request for comment. Snap declined to comment.
Slaugther’s comments came a day after President Donald Trump held a White House dinner with several tech executives, including Google CEO Sundar Pichai, Meta CEO Mark Zuckerberg and Apple CEO Tim Cook.
“The president is hosting Big Tech CEOs in the White House even as we’re reading about truly horrifying reports of chatbots engaging with small children,” she said.
Trump has been attempting to remove Slaughter from her FTC position, but earlier this week, U.S. appeals court allowed her to maintain her role.
On Thursday, the president asked the Supreme Court to allow him to fire her from the post.
FTC Chair Andrew Ferguson, who was selected by Trump to lead the commission, publicly opposed the complaint against Snap in January, prior to succeeding Lina Khan at the helm.
At the time, he said he would “release a more detailed statement about this affront to the Constitution and the rule of law” if the DOJ were to eventually file a complaint.
WATCH: FTC Commissioner Rebecca Slaughter on President Trump’s latest attempt to fire her.
Technology
Google leads monster week for tech, pushing megacaps to combined $21 trillion in market cap
Alphabet and Google CEO Sundar Pichai meets with Polish Prime Minister Donald Tusk at Google for Startups in Warsaw, Poland, on February 13, 2025.
Klaudia Radecka | Nurphoto | Getty Images
From the courtroom to the boardroom, it was a big week for tech investors.
The resolution of Google’s antitrust case led to sharp rallies for Alphabet and Apple. Broadcom shareholders cheered a new $10 billion customer. And Tesla’s stock was buoyed by a freshly proposed pay package for CEO Elon Musk.
Add it up, and the U.S. tech industry’s eight trillion-dollar companies gained a combined $420 billion in market cap this week, lifting their total value to $21 trillion, despite a slide in Nvidia shares.
Those companies now account for roughly 36% of the S&P 500, a proportion so great by historical standards that Howard Silverblatt, senior index analyst at S&P Dow Jones Indices, told CNBC by email, “there are no comparisons.”
There was a certain irony to this week’s gains.
Alphabet’s 9% jump on Wednesday was directly tied to the U.S. government effort to diminish the search giant’s market control, which was part of a years-long campaign to break up Big Tech. Since 2020, Google, Apple, Amazon and Meta have all been hit with antitrust allegations by the Department of Justice or Federal Trade Commission.
A year ago, Google lost to the DOJ, a result viewed by many as the most-significant antitrust decision for the tech industry since the case against Microsoft more than two decades earlier. But in the remedies ruling this week, U.S. District Judge Amit Mehta said Google won’t be forced to sell its Chrome browser despite its loss in court and instead handed down a more limited punishment, including a requirement to share search data with competitors.
The decision lifted Apple along with Alphabet, because the companies can stick with an arrangement that involves Google paying Apple billions of dollars per year to be the default search engine on iPhones. Alphabet rose more than 10% for the week and Apple added 3.2%, helping boost the Nasdaq 1.1%.
Analysts at Wedbush Securities wrote in a note after the decision that the ruling “removed a huge overhang” on Google’s stock and a “black cloud worry” that hung over Apple. Further, they said it clears the path for the companies to pursue a bigger artificial intelligence deal involving Gemini, Google’s AI models.
“This now lays the groundwork for Apple to continue its deal and ultimately likely double down on more AI related partnerships with Google Gemini down the road,” the analysts wrote.
Mehta explained that a major factor in his decision was the emergence of generative AI, which has become a much more competitive market than traditional search and has dramatically changed the market dynamics.
New players like OpenAI, Anthropic and Perplexity have altered Google’s dominance, Mehta said, noting that generative AI technologies “may yet prove to be game changers.”
On Friday, Alphabet investors shrugged off a separate antitrust matter out of Europe. The company was hit with a 2.95-billion-euro ($3.45 billion) fine from European Union regulators for anti-competitive practices in its advertising technology business.
Broadcom pops
While OpenAI was an indirect catalyst for Google and Apple this week, it was more directly tied to the huge rally in Broadcom’s stock.
Following Broadcom’s better-than-expected earnings report on Thursday, CEO Hock Tan told analysts that his chipmaker had secured a $10 billion contract with a new customer, which would be the company’s fourth large AI client.
Several analysts said the new customer is OpenAI, and the Financial Times reported on a partnership between the two companies.
Broadcom is the newest entrant into the trillion-dollar club, thanks to the company’s custom chips for AI, already used by Google, Meta and TikTok parent ByteDance. With Its 13% jump this week, the stock is now up 120% in the past year, lifting Broadcom’s market cap to around $1.6 trillion.
“The company is firing on all cylinders with clear line of sight for growth supported by significant backlog,” analysts at Barclays wrote in a note, maintaining their buy recommendation and lifting their price target on the stock.
For the other giant AI chipmaker, the past week wasn’t so good.
Nvidia shares fell more than 4% in the holiday-shortened week, the worst performance among the megacaps. There was no apparent negative news for Nvidia, but the stock has now dropped for four consecutive weeks.
Still, Nvidia remains the largest company by market cap, valued at over $4 trillion, with its stock up 56% in the past 12 months.
Microsoft also fell this week and is on an extended slide, dropping for five straight weeks. Shares are still up 21% over the last 12 months.
On the flipside, Tesla has been the laggard in the group. Shares of the electric vehicle maker are down 13% this year due to a multi-quarter sales slump that reflects rising competition from lower-cost Chinese manufacturers and an aging lineup of EVs.
But Tesla shares climbed 5% this week, sparked mostly by gains on Friday after the company said it wants investors to approve a pay plan for Musk that could be worth up to almost $1 trillion.
The payouts, split into 12 tranches, would require Tesla to see significant value appreciation, starting with the first award that won’t kick in until the company almost doubles its market cap to $2 trillion.
Tesla Chairwoman Robyn Denholm told CNBC’s Andrew Ross Sorkin the plan was designed to keep Musk, the world’s richest person, “motivated and focused on delivering for the company.”
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