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last year after a judge there ruled that his $56 billion pay package from 2018 was illegally granted and should be rescinded.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.
Jaque Silva | Nurphoto | Getty Images
Internet firm Cloudflare will start blocking artificial intelligence crawlers from accessing content without website owners’ permission or compensation by default, in a move that could significantly impact AI developers’ ability to train their models.
Starting Tuesday, every new web domain that signs up to Cloudflare will be asked if they want to allow AI crawlers, effectively giving them the ability to prevent bots from scraping data from their websites.
Cloudflare is what’s called a content delivery network, or CDN. It helps businesses deliver online content and applications faster by caching the data closer to end-users. They play a significant role in making sure people can access web content seamlessly every day.
Roughly 16% of global internet traffic goes directly through Cloudflare’s CDN, the firm estimated in a 2023 report.
“AI crawlers have been scraping content without limits. Our goal is to put the power back in the hands of creators, while still helping AI companies innovate,” said Matthew Prince, co-founder and CEO of Cloudflare, in a statement Tuesday.
“This is about safeguarding the future of a free and vibrant Internet with a new model that works for everyone,” he added.
What are AI crawlers?
AI crawlers are automated bots designed to extract large quantities of data from websites, databases and other sources of information to train large language models from the likes of OpenAI and Google.
Whereas the internet previously rewarded creators by directing users to original websites, according to Cloudflare, today AI crawlers are breaking that model by collecting text, articles and images to generate responses to queries in a way that users don’t need to visit the original source.
This, the company adds, is depriving publishers of vital traffic and, in turn, revenue from online advertising.
Tuesday’s move builds on a tool Cloudflare launched in September last year that gave publishers the ability to block AI crawlers with a single click. Now, the company is going a step further by making this the default for all websites it provides services for.
OpenAI says it declined to participate when Cloudflare previewed its plan to block AI crawlers by default on the grounds that the content delivery network is adding a middleman to the system.
The Microsoft-backed AI lab stressed its role as a pioneer of using robots.txt, a set of code that prevents automated scraping of web data, and said its crawlers respect publisher preferences.
“AI crawlers are typically seen as more invasive and selective when it comes to the data they consumer. They have been accused of overwhelming websites and significantly impacting user experience,” Matthew Holman, a partner at U.K. law firm Cripps, told CNBC.
“If effective, the development would hinder AI chatbots’ ability to harvest data for training and search purposes,” he added. “This is likely to lead to a short term impact on AI model training and could, over the long term, affect the viability of models.”
WATCH: AI engineers are in high demand — but what is the job really like?
In recent years, the company has transformed from a competent private sector telecommunications firm into a “muscular technology juggernaut straddling the entire AI hardware and software stack,” said Paul Triolo, partner and senior vice president for China at advisory firm DGA-Albright Stonebridge Group.
Ramon Costa | SOPA Images | Lightrocket | Getty Images
Huawei has open-sourced two of its artificial intelligence models — a move tech experts say will help the U.S.-blacklisted firm continue to build its AI ecosystem and expand overseas.
The Chinese tech giant announced on Monday the open-sourcing of the AI models under its Pangu series, as well as some of its model reasoning technology.
The moves are in line with other Chinese AI players that continue to push an open-source development strategy. Baidu also open-sourced its large language model series Ernie on Monday.
Tech experts told CNBC that Huawei’s latest announcements not only highlight how it is solidifying itself as an open-source LLM player, but also how it is strengthening its position across the entire AI value chain as it works to overcome U.S.-led AI chip export restrictions.
In recent years, the company has transformed from a competent private sector telecommunications firm into a “muscular technology juggernaut straddling the entire AI hardware and software stack,” said Paul Triolo, partner and senior vice president for China at advisory firm DGA-Albright Stonebridge Group.
In its announcement Monday, Huawei called the open-source moves another key measure for Huawei’s “Ascend ecosystem strategy” that would help speed up the adoption of AI across “thousands of industries.”
The Ascend ecosystem refers to AI products built around the company’s Ascend AI chip series, which are widely considered to be China’s leading competitor to products from American chip giant Nvidia. Nvidia is restricted from selling its advanced products to China.
A Google-like strategy?
Pangu being available in an open-source manner allows developers and businesses to test the models and customize them for their needs, said Lian Jye Su, chief analyst at Omdia. “The move is expected to incentivize the use of other Huawei products,” he added.
According to experts, the coupling of Huawei’s Pangu models with the company’s AI chips and related products gives the company a unique advantage, allowing it to optimize its AI solutions and applications.
While competitors like Baidu have LLMs with broad capabilities, Huawei has focused on specialized AI models for sectors such as government, finance and manufacturing.
“Huawei is not as strong as companies like DeepSeek and Baidu at the overall software level – but it doesn’t need to be,” said Marc Einstein, research director at Counterpoint Research.
“Its objective is to ultimately use open source products to drive hardware sales, which is a completely different model from others. It also collaborates with DeepSeek, Baidu and others and will continue to do so,” he added.
Ray Wang, principal analyst at Constellation Research, said the chip-to-model strategy is similar to that of Google, a company that is also developing AI chips and AI models like its open-source Gemma models.
Huawei’s announcement on Monday could also help with its international ambitions. Huawei, along with players like Zhipu AI, has been slowly making inroads into new overseas markets.
In its announcement Monday, Huawei invited developers, corporate partners and researchers around the world to download and use its new open-source products in order to gather feedback and improve them.
“Huawei’s open-source strategy will resonate well in developing countries where enterprises are more price-sensitive as is the case with [Huawei’s] other products,” Einstein said.
As part of its global strategy, the company has also been looking to bring its latest AI data center solutions to new countries.
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