Gabriel V. Cardenas/ReutersA Delaware court ruling this week makes it easier for companies to redomicile elsewhere — just at the moment that Elon Musk, Mark Zuckerberg, and others are considering doing so. The backstory: Media mogul Greg Maffei, who has 43% of TripAdvisor’s voting power, decided to move the company’s legal home from Delaware to Nevada, which is friendlier to controlling shareholders. A small investor cried foul. The state’s highest court sided with Maffei. Its ruling is, on paper, narrow. It only applies to companies where one powerful shareholder can swamp the will of other investors, and where that shareholder chooses to reincorporate the company in another state. But that is weirdly the story of corporate America right now! A handful of men who control big companies are moving them, largely out of personal political leanings, to MAGA-friendlier climes. Zuckerberg controls Meta, which The Wall Street Journal reported is considering moving to Texas. Bill Ackman, whose conservative awakening has captivated Wall Street, is moving his hedge fund to Nevada. Musk reincorporated both Tesla and SpaceX in Texas, as he complained about Delaware courts and California transgender laws. “If you think it’s a better legal framework for your company to operate in, that’s fine,” Robert Anderson, a professor of corporate law at the University of Arkansas law school. “If it’s for your benefit, that’s a problem.” But the line between the corporate interests of these firms and the personal whims of the men who control them is fuzzy. Is Zuckerberg’s MAGA turn in the sun in his company’s corporate interests? Musk’s certainly has been: Tesla stock is up 77% since Musk joined Trump on stage at a rally in October. Ackman’s anti-woke turn has made him hundreds of millions of dollars. This ruling couldn’t have come at a more relevant moment. It puts the onus on Meta to make a business case for moving to Texas, which is where things get really interesting. We wrote last week about key-man risk. Here it is in action. |