Delaware vs Nevada: The Corporate Shift Happening Now

Are companies quietly leaving Delaware?

For decades, Delaware has been the default state to incorporate a business. Startups, IPOs, and Fortune 500 companies all followed the same playbook: “Just incorporate in Delaware.”

But that may be changing.

In this episode of Lex Lumina, Sam Castor sits down with Professor Ben Edwards (Associate Dean, UNLV Boyd School of Law) to break down:

• Why Delaware became the king of corporate law

• What’s driving companies to consider Nevada instead

• How the Elon Musk compensation case changed the conversation

• Why founder control and shareholder power are back in the spotlight

• What this means if you're starting a business today

If you’re forming an LLC, launching a startup, planning to raise capital, or thinking about going public, this conversation explains — in plain English — how corporate governance actually works and why your state of incorporation matters.

This isn’t just about legal theory.

It’s about power.

It’s about control.

It’s about how billion-dollar decisions get made.

We also explore how activist investors influence companies, why businesses like Southwest Airlines change direction, and how state laws quietly shape the American economy.

Then the conversation turns personal.

Professor Edwards shares how family, faith, loss, and mentorship shaped his life — including the death of his brother and how that experience changed the way he views responsibility, belief, and leadership.

This episode blends corporate law, entrepreneurship, and the human side of leadership in a way you won’t hear anywhere else.

If you’re building something — or thinking about it — this matters.

About Professor Ben Edwards

Ben Edwards is Associate Dean and Professor of Law at UNLV Boyd School of Law. His research focuses on corporate governance, securities law, Delaware corporate law, and the competition between states like Delaware, Nevada, and Texas for business incorporations.

About Sam Castor

Sam Castor is an attorney, entrepreneur, and host of Lex Lumina. His work explores law, leadership, entrepreneurship, faith, and the systems that shape modern business.

About Lex Lumina

Lex Lumina is a long-form conversation series exploring corporate governance, leadership, belief, entrepreneurship, and the deeper motivations that drive people in positions of influence.

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