This is somewhat confused. Most common law jurisdictions merged their courts of law and courts of equity into a single unified court system long-ago; Delaware is unusual in not having done so
But if you bring an equitable cause of action, courts in other jurisdictions will apply equity to decide it. And Delaware’s Court of Chancery applies common law as well.
There are real advantages to Delaware’s judicial system from a corporate perspective-a specialised court system can be more responsive because it isn’t weighed down with other types of cases, doesn’t have juries, offers judges with deep experience in that specific area of law, etc. But it isn’t purely due to keeping separate equity courts; other jurisdictions could get similar results by establishing specialised courts for particular types of cases, without necessarily having to rely on the old law-vs-equity jurisdiction to draw the line.
The charitable take is that most corporations want to comply with a state's regulations because unintentional compliance violations are painful and expensive, and it is relatively easy to be confident that you are compliant as a Delaware corp.
* it's easy and well-documented - the main thing you have to remember is to check the boxes that say this is an actual company, and not a holding company for a boat (where the real tax dodging is)
* it was reported to make acquisitions easier (as the company acquiring you would either also be a Delaware corp or it would be more straightforward even if they weren't.)
If you run into some legal question somewhere down the line, investors and their lawyers will be much more comfortable with Delaware law than some other state who may not have clear language on the books and/or have never tested that particular situation in court before.
Given that, would you rather have a case tried in a court that has only tried a handful of other cases, or would you rather be in a court that has handled a mountain of cases, with lots of information as to what the law really means, as it has played out in real-life scenarios?
Being tried under a legal regime where there is a ton of past history seems a lot easier to reason about than one where there isn't much.
> It's as if one is joining a club that has rules of business conduct clearly documented.
Well, yes. The law is the law, sure, but the "documentation" is much more than just the law, as written.
(It also doesn't hurt that most businesses also find Delaware's business law to be reasonably fair and advantageous. Musk notwithstanding, of course.)
(Obligatory disclaimer that these are ~30-year-old memories of some dumb 20-something’s understanding of the law at the time.)
Additionally, the claim "most of the companies registered in Delaware are not trying to dodge US federal regulations" strikes me as dubious. Every company seeks to lower its regulatory burden. If they're not finding loopholes, then often they're the ones writing the regulations and funding congressional campaigns. I'm not sure the claim Polymarket is unique re its relationship to the government in this respect is credible. They seem to be working quite intimately with the current administration on returning from their Biden era "ban".
Why would it? Choosing the state to incorporate in has very little to do with US federal regulations. If the US wants to come after your company for some reason, they file in federal court, and the state you're incorporated in is irrelevant.
When incorporating, you choose the state based on its business-related laws and how they might apply to your company. You choose based on the experience of their judicial system in handling business matters. You might choose because there are a ton of other businesses incorporated in that state, and that's created a lot of court cases and a lot of precedent that can give your own legal team more confidence in how different sorts of legal challenge might play out.
If you were trying to avoid US federal regulations, you might incorporate in Delaware for the simple reason that Delaware is a safe default, given how common it is for companies to incorporate there. Incorporating in an unusual state could raise an eyebrow here or there. But ultimately it's not going to matter all that much. And even if it's true that a federal-regulations-skirting company would have a measurable benefit to incorporating in Delaware, there's no reason to believe that lots of companies incorporated in Delaware are trying to skirt federal regulations. That's just an unfounded assertion.
As an aside, it's not true that every company wants to decrease its regulatory burden. Once a company gets large enough, lobbying for extra regulation can be a barrier to entry for possible competitors. Also consider that "reducing regulatory burden" doesn't necessarily mean doing something illegal. In the case of Polymarket, they probably are, but plenty of other companies find ways to reduce their regulatory compliance needs in perfectly legal ways.
"operating illegally in full view" vs "legal gray area" is not a determination that can be made based on your subjective view of what "makes a thing OK". The fact that you pair the accusation that they are "operating illegally in full view" with the notion that you can condemn a thing that is not "currently being prosecuted" only further undermines your argument. Your moral objection is your judgement to make, the question of what is illegal cannot be. The latter is exclusively the domain of the courts, not any individual (or collective) moral outrage. Your seeming desire to conflate the two to satisfy your personal feelings unfortunately undermines whatever cogent points you may have re their legality on the merits.
The fact is they are currently working with the government on a return to the US markets. engaging in a government process such as they are seems to not resemble anything akin to "operating illegally in full view of everybody". You would be more convincing if you would levy your criticism in more reasonable terms. I personally suspect there is a lot more "gray area" here than you seem to contemplate.
This is a seriously tiresome argument. How about this? Feel free to cite how their recent moves will enable them to
1. satisfy regulators that they are not violating the Commodity Exchange Act; 2. satisfy other parts of the government that they are not simply illegal gambling; 3. satisfy the states that are actively suing them RIGHT NOW.
It does not matter that there are friendly people in the administration. The fact is that they were told to wind down their markets and leave. They did not do this. Even if their behavior may become legal in the future, it is currently illegal.
My personal objection is IN ADDITION to the legal problems. My personal opinion is that this business and the people who run it SUCK. There’s no conflating: both things are true. Why do you insist on sticking up for douchebags?
huh? you aren't making a coherent argument. registering in any US state you are still subject to the same federal regulations, Delaware is not different, it offers no shelter from federal regulations.
in fact, if it is not your primary state of operation, then it subjects you to federal regulations for interstate commerce where you might not otherwise be.
> Corporate law experts say while there is nothing illegal about housing a business inside a shell company, the practice is often a strategic move to protect a firm's wealth or shield it against lawsuits and action from government regulators.
What is the thought process of someone writing this? Does this article have any meaningful or critical thought behind it?
Many people do not, which is why it is noteworthy, even if it is standard.
That said, I was under the (perhaps mistaken) impression that the US company was shut down under the settlement agreement. So if this is indeed a shell I'd be curious to know the name and jurisdiction of the core business.
The law firm at that address was not their registered agent. Their ToS mandated arbitration with an entity that doesn’t exist.
Maybe let's make it not normal?
There are very legitimate reasons to incorporate in another location. Some are not only not sketchy, but even altruistic, e.g. incorporating in another state for the purpose of incorporating as a PBC.
Did they incorporate as a PBC?
Is there actual case law of people using a company's status as a PBC to effectively hold it to account for detrimental corporate conduct?
If they're incorporated there because that makes regulatory compliance easier, then that's not "dodging", that's just... doing what's allowed.
And it's not like incorporating in Delaware is a get-out-of-jail-free card. If the company does have a presence in other states, the laws of those states are binding in many circumstances; the state of incorporation is irrelevant there. And there's always US federal law. Choice of state isn't going to change anything when the feds come knocking.
The issue at hand is Polymarket claiming they are based in Panama, outside the US's jurisdiction, but presumably being headquartered in the US. You might say this is no different from a company being incorporated in, say, the UK, doing business there, hiring people, maintaining an office, and then also having offices in the US, but... this is not the same, and it's a little odd that you seem to be missing that fact.
And on top of that, often multi-nationals will have a legal entity in every country where they operate. Do they have one in the US? If not, and they are de-facto headquartered here, that's beyond sketchy. And even if they do, if they've structured things such that they can shield their assets from US legal judgments for crimes or torts committed on US soil, that's also pretty damn sketchy.
https://www.siliconrepublic.com/business/apple-to-open-dubli...
If I say "contact my lawyer" and you show up to his office and the receptionist informs you that I'm not a client ...
Now the opposite is happening. Businesses have no incentive being located in the same physical area they do business in. In fact, they have opposite incentives. The closer they are to their customers and workers, the less they can do things with impunity.
I don't understand the rest of the article, tho... It complains that company that (officially) left the US market and already blocks US ips from participating... isn't doing enough? Officially there's no ground to demand more
If you really want to solve the problem - start hunting down unofficial means. Investigate influencers that started mentioning Polymarket out of the blue. Look into news outlets that decided to start mentioning polymarket as supposed proxy of popular opinion. Start advertizing campaigns against gambling addiction the same way as against smoking
Polymarket is forbidden to sell their product within the US. That doesn't mean they can't take investment from or employ or even be headquartered in the US.
It doesn't make it acceptable, just endemic
https://en.wikipedia.org/wiki/Panama_Papers#Illegal_activiti...
https://www.theguardian.com/news/2016/apr/03/the-panama-pape...
(Wow. It's only been 10 years since the leak occurred? How time flies.)
The only purpose I could see for this intro is to prime the reader negatively before any argument.
It would help a lot actually for protecting people's money instead of driving it offshore.
But it doesn't look like making USA compete in this $15B market is NPR's goal with this article.
"It would help a lot actually for protecting people's money instead of driving it offshore. But it doesn't look like making USA compete in this $75B market is NPR's goal with this article."
Polymarket appears to have people who have both the ability to shape outcomes and anonymously profit on those outcomes.
the most obvious and maybe most concerning one is military related insider trading. Just two weeks ago a guy was sentenced for using classified information to gamble, which mind you is the literal point of the market but from the perspective of US military security is a disaster. In addition military bets apparently pay out significantly more than regular bets, suggesting more insider trading. The idea isn't too far fetched that someone could push to carry out or botch an operation to cash out on a betting market at which point we're in dystopian novel territory I guess.
https://www.yahoo.com/news/articles/military-insiders-may-be...
Here's an example: https://www.ncbi.nlm.nih.gov/books/NBK230628/
This is another excellent article that discusses some of the problems, and has links to other such articles: https://www.wsj.com/finance/investing/polymarket-kalshi-bett...