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General Category => Off the Record => Topic started by: viper37 on September 27, 2012, 02:45:47 PM

Title: Question about Delaware corporate laws
Post by: 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.
Title: Re: Question about Delaware corporate laws
Post by: The Brain on September 27, 2012, 02:46:36 PM
"Dela" in Swedish means "share".
Title: Re: Question about Delaware corporate laws
Post by: 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.
Title: Re: Question about Delaware corporate laws
Post by: crazy canuck on September 27, 2012, 03:34:45 PM
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
Title: Re: Question about Delaware corporate laws
Post by: The Minsky Moment on September 27, 2012, 03:40:13 PM
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.
Title: Re: Question about Delaware corporate laws
Post by: Caliga on September 27, 2012, 06:46:17 PM
:yes:

My company is incorporated in Delaware too.
Title: Re: Question about Delaware corporate laws
Post by: CountDeMoney on September 27, 2012, 09:43:12 PM
When I started my own bail bonds company with the assistance of my old bail bonds employer, it was incorporated in Delaware. 
There were only two corporate officers; I was the non-voting one.  :D
Title: Re: Question about Delaware corporate laws
Post by: Grey Fox on September 28, 2012, 07:23:00 AM
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.
Title: Re: Question about Delaware corporate laws
Post by: alfred russel on September 28, 2012, 08:31:21 AM
Quote from: ulmont on September 27, 2012, 02:57:54 PM
Also the ability to structure the bylaws in anti-shareholder ways

Bah.
Title: Re: Question about Delaware corporate laws
Post by: 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" ?
Title: Re: Question about Delaware corporate laws
Post by: 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, 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.
Title: Re: Question about Delaware corporate laws
Post by: ulmont on September 28, 2012, 10:31:03 AM
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.
Title: Re: Question about Delaware corporate laws
Post by: Admiral Yi on September 28, 2012, 01:35:30 PM
It's an abbreviation of "by the way laws."