Dillard’s Inc., one of the largest department store chains in the United States, has filed documents with the Securities and Exchange Commission (SEC) seeking shareholder approval to relocate its corporate domicile from Delaware to Texas.
The board’s decision, disclosed in a recent regulatory filing, marks a significant step in a growing trend of companies abandoning Delaware as their state of incorporation due to increasing concerns over shareholder litigation and court rulings unfavorable to corporate leadership.
Dillard’s, which operates about 270 stores in 30 states, employs around 40,000 workers and generates over $7 billion in annual revenue. The company has long been a staple in American retail, offering fashion apparel, cosmetics, and home furnishings.
According to the SEC filing, the company cited “certain high-profile litigation outcomes in Delaware that involved companies with controlling stockholders” as a primary reason for the proposed move.
Among those cases was the widely publicized lawsuit involving Elon Musk’s Tesla compensation package, which was voided earlier this year by Delaware Chancellor Kathaleen McCormick despite it being approved twice by Tesla shareholders.
At the same time, the court also awarded $345 million in legal fees to the plaintiff’s attorneys, sparking an outcry from corporate leaders and governance experts.
Dillard’s stated that concerns raised by shareholders and management prompted its board to form a special committee to evaluate the company’s corporate domicile.
The committee, working with prominent law firm Vinson & Elkins, reviewed the legal environments of Delaware, Texas, and Nevada before ultimately recommending a move to Texas.
The committee concluded that relocating to Texas could “reduce the potential for opportunistic and frivolous litigation against the Company and its directors and officers,” and may help Dillard’s “attract and retain qualified management and directors by reducing the risk of litigation.”
It further stated that “Texas is more protective than Delaware” against such litigation.
The move, if approved by shareholders in an upcoming proxy vote, would place Dillard’s among a growing number of high-profile companies exiting Delaware — often referred to as the “Dexit” movement.
In recent years, several major firms have opted to reincorporate in more management-friendly states such as Texas, Nevada, Indiana, and Florida. The list includes:
- Tesla and SpaceX, both of which reincorporated in Texas in 2024 following the Musk compensation ruling.
- Dropbox, which moved to Nevada in early 2025.
- Roblox, which followed suit with a Nevada relocation in May 2025.
- Trump Media & Technology Group, Pershing Square Capital Management, The Trade Desk, and TripAdvisor — all of which have exited Delaware since 2024.
- Simon Property Group, the nation’s largest mall owner with over $60 billion in market capitalization, completed its move from Delaware earlier this year.
- Madison Square Garden Entertainment and AMC Networks also announced plans to leave Delaware this year.
Earlier this month Andreessen Horowitz, the prominent venture capital firm, announced that it had moved to Nevada. In a public statement, the firm criticized Delaware’s legal system for “subjectivity” and encouraged startups and portfolio companies to consider alternatives.
Another frequently cited case contributing to Delaware’s decline as a corporate center is the $787 million defamation settlement between Dominion Voting Systems and Fox News. Settled in 2023, the Delaware case set a new record in defamation cases.
Fox’s then top legal officer, Viet Dihn, sharply criticized the Delaware Superior Court Judge, Eric Davis, for not applying standard defamation law in the case or allowing Fox to engage in appropriate libel defenses.
In a speech to Harvard Law School, Dihn called the court’s rullings “illogical” that questioned thet “fairness and integrity” of the Delaware courts.
Dihn said, “As the judge compounded error upon error, we would get more and more confident in our ultimate chances of prevailing on appeal — because at some point, it became not just a matter of reversible error, it called into the fundamental fairness and integrity of the Delaware civil justice system.”
Although Delaware lawmakers have introduced legislation in recent years aimed at curbing excessive litigation and reforming the state’s corporate laws, critics claim the efforts will prove ineffective.
Former Harvard Law Professor Alan Dershowitz has urged corporations leave Delaware as their domicile, saying that an entrenched and “cozy” relationship between powerful plaintiff law firms and activist judges in the state have put defendants at a significant disadavantage in any litigation.
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