DL Open Thread: Thursday, July 10, 2025

Filed in Featured, Open Thread by on July 10, 2025

Mediawatch asked the following question about the interim appointment of Julianne Murray to be the Federal Attorney for Delaware:

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  1. Aurochs says:

    Andreessen Horowitz re-incorporated in Nevada and is urging its portfolio companies to do the same. I imagine most of them will, and a whole lot more besides:

    https://www.nytimes.com/2025/07/10/business/dealbook/andreessen-horowitz-delaware.html

  2. Eric Blair says:

    This firm is not a corporation so it’s not reincorporating anywhere.

  3. Alby says:

    If I’m Best Buds my lawyer is drafting the lawsuit right now.

    • Freddy says:

      What’s the basis for the lawsuit?

      Does Best Buds have an existing medical marijuana facility in existence on DuPont St? If not, how are they eligible for a conversion license?

      • Alby says:

        As I understand it medical dispensaries are going to be allowed to sell recreational weed. I don’t think the law empowers the city to allow medical alone, but I am not a lawyer.

        • Joe Connor says:

          The city issued permits prior to making to their restrictive rules but after having knowledge the medical would convert. Welcome to the neighborhood Best Buds!
          Seriously I’m in Colorado at the moment and in the mountain resorts the Dispenseries were in every mountain town in the entertainment/ shopping districts, unobtrusive shops much like the Trolley location.

  4. KentCoKat says:

    Regarding the Berry/Miller race, I agree — as a casual observer of politics I can’t tell the difference between the two based on their statements. I assume they’re rushing to the center now and will retreat to their respective corners if elected.

  5. Eric Blair says:

    Not to clog this up, but to provide as much context as possible on the NYT Andeersen story. I exchanged a few messages with an attorney and expert in Delaware Corp Law.

    ——————

    Citing provisions from Delaware’s General Corporation Law (DGCL) to justify moving an LLC is classic sleight-of-hand. The DGCL governs corporations, not limited liability companies. LLCs in both Delaware and Nevada are creatures of their own statutes, which establish highly flexible, contract-based regimes that defer nearly all substantive governance to the terms of the operating agreement.

    So when a16z dresses up its move with DGCL-directed talking points, it’s not staid legal reasoning, it’s all agitprop. The supposed protections or freedoms that they claim come with the move simply don’t attach to an LLC unless its owners affirmatively write them into (or out of) their governing agreements.

    For example, take the reference to Nevada’s statutory codification of the business judgment rule in a16z’s announcement. It’s irrelevant to a16z’s existence as an LLC, but functions here as an overt signal to corporate founders (likely structured as C-corps) who will be weighing where to incorporate while also considering a16z for funding.

    By encouraging their portfolio companies to incorporate in Nevada under the guise of sharing details about their own domiciliary move, a16z isn’t just pleasing Zuck or Elon by signaling they are on board with DExit . . . it’s also potentially looking to position itself for reduced liability exposure. Nevada law, particularly its heightened director protections and narrowed fiduciary standards, could significantly reduce the risk of liability for controlling investors and board participants (roles that a16z frequently occupies) in future disputes with those same portfolio companies. What’s dressed up as “personal” jurisdictional preference is, in reality, a move that (if successful) would result in a very strategic reallocation of legal risk in a16z’s favor. Oddly, that aspect isn’t mentioned in the announcement.

    It remains to be seen whether or not prospective or existing portfolio companies will be too unsophisticated, or too eager for capital, to spot the bait.

    ————-

    Also of note, Andreesen is scheduled to testify in Wilmington next week for the Meta proceedings. I feel like everyone just takes Delaware as a rube state so they pull anything.