Venture capital giant flees Delaware to incorporate in Nevada, urges others to do the same

The New Castle County Courthouse, home of the Delaware Chancery Court. (Photo by William Thomas Cain/Getty Images)

The country’s largest venture capital this week announced it is moving its state of incorporation from Delaware to Nevada, and it encouraged other venture capitalists to follow suit.

Andreessen Horowitz’s move is the latest sign there may be momentum in the push to establish the Silver State as a premier destination for corporate litigation.

In its lengthy post announcing and explaining the move, the firm criticized Delaware’s Court of Chancery, writing that it has “injected an unprecedented level of subjectivity into judicial decisions, undermining the court’s reputation for unbiased expertise.” Nevada, by contrast, has “historically been a business friendly state with fair and balanced regulatory policies,” read the blog.

Why some think Nevada should challenge Delaware as premier destination for corporate lawsuits

The post continued to say that Nevada codifies business judgment rules in statute, “making it more predictable and less subject to court reinterpretation.” And that Nevada only allows shareholders with 15% or more ownership to inspect records, “reducing legal fishing expeditions.”

Andreessen Horowitz referenced two recent legislative measures in Nevada “that take significant steps toward upgrading its existing business courts into specialized venues to resolve complex commercial disputes.” The first, Assembly Joint Resolution 8, would have Nevadans in 2028 vote to approve the creation of a specialized business court with judges appointed by the governor. The second, Assembly Bill 239, allows jury trials in civil cases to be waived.

Both bills were sponsored by first-term Assemblymember Joe Dalia, a Democrat from Las Vegas.

Paralleling Dalia’s efforts, Nevada Supreme Court Chief Justice Doug Herndon in May announced he would be taking steps to internally establish a specialized business court, which he believes can happen “within a year” and without changing the state constitution as proposed in AJR8. No update on that effort was available Thursday.

Dalia and other proponents of a specialized business court argue it could become a significant revenue maker for the state. They also believe Nevada needs to move on the idea and capitalize on corporations’ frustrations with Delaware, which have prompted what some call a “Dexit” from the state.

Other companies that have left Delaware for Nevada in recent years include X, Dropbox, and TripAdvisor, which overcame a lawsuit from shareholders who tried to bar it from incorporating in Nevada.

Secretary of State Cisco Aguilar, a Democrat whose office oversees business entity formation, filed an amicus brief in that case defending Nevada as a viable place for incorporation.

A social media post by Andreessen Horowitz highlighting the decision was shared by Dalia, Republican Gov. Joe Lombardo, and Democratic State Treasurer Zach Conine.

One of Andreessen Horowitz’s co-founders already has strong personal ties to Las Vegas. Benjamin Horowitz and his wife, Felicia, have lived in the Las Vegas area since 2021 or 2022, according to media reports, and have quickly become prominent local donors. 

Horowitz made headlines earlier this year when he was identified as the donor of 10 Tesla Cybertrucks given to the Las Vegas Metropolitan Police Department. The Horowitzes have reportedly donated at least $7.6 million to the police department.

The donations have raised concerns about conflicts of interest as some of the technology donated came from companies Andreessen Horowitz is invested in.

Horowitz has defended the donations, writing in a blog post that “the public sector often has trouble budgeting for strategic technology projects” so his donations “give LVMPD a running start.”

The Horowitzes have donated $300,000 to political candidates in the last four years, according to the state’s campaign contribution database. That included $20,000 each to Lombardo (for his 2021 gubernatorial campaign), Kevin McMahill (for his successful run to replace Lombardo as Clark County sheriff), and Clark County District Attorney Steve Wolfson (for his latest re-election campaign).

Last year, during the 2024 election cycle, the Horowitzes gave $220,000 to Republicans candidates running for the Nevada State Legislature. Those donations included $20,000 each to Republican incumbents Assemblymember John Ellison and state Sen. Carrie Buck, as well as $20,000 each to John Steinbeck, Lori Rogich, Rebecca Edgeworth, and Lisa Cole, who secured seats last year.

An additional five candidates received $20,000 in donations but were not elected. That group of candidates included Annette Dawson Owens, who ran against Dalia for an open seat.