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0 pointsksec1y ago0 comments

Thanks. I had to read it a number of times before I understand where the Musk Reference was coming from. I got mixed up with where the HQ of a company and where they are incorporated. In DropBox case their HQ is in California.

TL;DR ( Correct me if I am wrong ): Most companies incorporate in Delaware. Also a standard for YC as well. There was recently a case where Delaware's court rejected Musk's pay package which was overwhelmingly passed by Tesla shareholders. And if that is not ridiculous enough. The Moelis case mentioned above is far worst. Someone might as well be a minority shareholder in every single Fortune 500 companies and start playing the system.

From a high level view. It seems the centuries of Delaware reputation is being destroyed in only a few months.

I wonder if YC has a position or backup as to where they suggest to reincorporate.

Edit: And now I just read They are trying to stop companies from leaving because The Chancery Court is saying it could be a breach of fiduciary duty to leave in the TripAdvisor litigation. Holy.....

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patrickhogan11y ago

You've highlighted the core issue perfectly—Delaware courts suddenly seem to be changing long-established rules that companies have relied on for decades. The Moelis case is especially wild because it suggests that any minority shareholder can challenge a founder control structure, even when it was fully disclosed and priced into the stock.

And for what? Why now? Maybe this is about protecting shareholders. Maybe it’s just a gift to plaintiff-side litigators.

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