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Freakonomics Radio

Why Does One Tiny State Set the Rules for Everyone? (Update)

Freakonomics Radio

Freakonomics Radio + Stitcher

Documentary, Society & Culture

4.632K Ratings

🗓️ 23 July 2025

⏱️ 47 minutes

🧾️ Download transcript

Summary

Until recently, Delaware was almost universally agreed to be the best place for companies to incorporate. Now, with Elon Musk leading a corporate stampede out of the First State, we revisit an episode from 2023 that asked if Delaware’s “franchise” is wildly corrupt, wildly efficient … or both?

Transcript

Click on a timestamp to play from that location

0:00.0

Hey there, it's Stephen Dubner.

0:05.2

For the past century, one small state, Delaware, has led the nation as the place where new businesses go to incorporate.

0:12.9

Roughly two-thirds of Fortune 500 companies are registered in Delaware.

0:17.2

We thought this was worth looking into.

0:19.4

So a couple years ago, we published an episode

0:21.5

called Why Does One Tiny State Set the Rules for Everyone? But recently, Delaware seems to be losing

0:28.2

its grip. In 2024, a Delaware court invalidated a $56 billion compensation package

0:34.8

for Tesla CEO Elon Musk. So he relocated Tesla's legal incorporation to Texas, along with another of his company's

0:43.3

SpaceX.

0:44.3

And several other big firms have recently left Delaware, including Dropbox, TripAdvisor, and most

0:49.9

recently Andresen Horowitz, the biggest venture capital firm in the world. Three Andresen Horowitz

0:55.3

executives just published a post titled, We Are Leaving Delaware, and we think you should consider

1:00.9

leaving too. Given this growing exodus, we thought you might like to hear our original episode.

1:07.6

So here it is. As a bonus episode, we have updated facts and figures where

1:11.3

necessary. As always, thanks for listening. Walk me through your attraction to the Delaware

1:21.5

story. When did that begin and how? When I was a financial reporter, all roads seemed to lead to Delaware.

1:28.3

Elon Musk goes under the microscope in Delaware.

1:32.3

Twitter is set to depose the Tesla CEO in Wilmington.

1:36.3

95% of the corporations that are incorporated in Delaware don't really do any significant business here.

1:42.3

Evidence has been brought against Victor Boot for weapons trafficking

1:47.0

in hotspots around the world that span Afghanistan, Colombia, Rwanda, Congo.

1:53.0

So I had a vague understanding that Delaware was important, but not really why.

...

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