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Question about Delaware corporate laws

Started by viper37, September 27, 2012, 02:45:47 PM

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viper37

What is so different there than from the rest of North America?

Apparently, lots of American and Canadian companies incorporate themselves in Deleware, and their main reason is the legal system there, not the apparent tax heaven.
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ulmont

Quote from: viper37 on September 27, 2012, 02:45:47 PM
What is so different there than from the rest of North America?

Apparently, lots of American and Canadian companies incorporate themselves in Deleware, and their main reason is the legal system there, not the apparent tax heaven.

Really fast business-friendly court for disputes, judge only, with a lot of expertise in esoteric business bullshit:
http://courts.delaware.gov/chancery/

Also the ability to structure the bylaws in anti-shareholder ways and the income tax bits.

crazy canuck

Quote from: ulmont on September 27, 2012, 02:57:54 PM
Quote from: viper37 on September 27, 2012, 02:45:47 PM
What is so different there than from the rest of North America?

Apparently, lots of American and Canadian companies incorporate themselves in Deleware, and their main reason is the legal system there, not the apparent tax heaven.

Really fast business-friendly court for disputes, judge only, with a lot of expertise in esoteric business bullshit:
http://courts.delaware.gov/chancery/

Also the ability to structure the bylaws in anti-shareholder ways and the income tax bits.

Yep

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Quote from: ulmont on September 27, 2012, 02:57:54 PM
Also the ability to structure the bylaws in anti-shareholder ways and the income tax bits.

That used to be more significant and now is less so. (both b/c Del has become more shareholder friendly and other states have provided similar flexibility)

Perceived professionalism and experise of the judiciary, perceived predictability due to thick case law (important in CL jurisdiction) and relative speed and flexibility of the judicial system is more important.
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Caliga

:yes:

My company is incorporated in Delaware too.
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CountDeMoney

When I started my own bail bonds company with the assistance of my old bail bonds employer, it was incorporated in Delaware. 
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Quote from: Caliga on September 27, 2012, 06:46:17 PM
:yes:

My company is incorporated in Delaware too.

Teledyne is also incorporated in Delaware.
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viper37

Quote from: ulmont on September 27, 2012, 02:57:54 PM
Also the ability to structure the bylaws in anti-shareholder ways and the income tax bits.
Excuse me, but what are "bylaws" ?
I don't do meditation.  I drink alcohol to relax, like normal people.

If Microsoft Excel decided to stop working overnight, the world would practically end.

Martinus

Quote from: viper37 on September 28, 2012, 10:18:04 AM
Quote from: ulmont on September 27, 2012, 02:57:54 PM
Also the ability to structure the bylaws in anti-shareholder ways and the income tax bits.
Excuse me, but what are "bylaws" ?

In my lingo, lower ranking constitutional documents ("rules and regulations"), that are usually subordinate to statutes and articles of association, but it is possible that ulmont uses it just to mean any constitutional documents of the company.

Essentially a document or set of documents that set out the company's governance principles.

ulmont

Quote from: Martinus on September 28, 2012, 10:24:36 AM
Quote from: viper37 on September 28, 2012, 10:18:04 AM
Quote from: ulmont on September 27, 2012, 02:57:54 PM
Also the ability to structure the bylaws in anti-shareholder ways and the income tax bits.
Excuse me, but what are "bylaws" ?

In my lingo, lower ranking constitutional documents ("rules and regulations"), that are usually subordinate to statutes and articles of association

This.  Usually articles of incorporation will be very vague "formed for all legal purposes," etc. etc., and then the details of how the company will be organized are in the bylaws.

Admiral Yi

It's an abbreviation of "by the way laws."