We’ll Take Your Tire, Your Tax Burdened, Your Corporate Refugees

The great state of Delaware—long the favored haunt of corporations seeking shelter from the storm of responsibility—has taken a mighty blow to its supremacy, thanks to its own Supreme Court. The case at hand involved TripAdvisor’s parent company, which, in a fit of wisdom rarely observed in the business world, determined that it would be far better off under the generous embrace of Nevada law, where the burdens of liability are as light as a feather, and the consequences of mismanagement regarded as mere theoretical inconveniences.
“Nevada is proving itself a smart investment for businesses,” declared Secretary of State Aguilar, who has, no doubt, already commissioned the finest quill to sign the wave of new incorporations he expects to arrive by sundown. “With our business-friendly laws, our commitment to efficiency, and our unparalleled customer service, there is no finer place for a corporation to call home.”
Of course, some meddlesome minority shareholders took umbrage at this noble migration and filed suit, grumbling that it violated some solemn duty. The Delaware Supreme Court, after much profound contemplation and the consumption of many cigars, determined that Nevada’s supposed benefits were too vague and unproven to warrant judicial scrutiny. In other words, Delaware has declared that it will not be in the business of telling companies where they can or cannot flee so long as the paperwork is in order and the lawyers get their due.
The court, in the solemn and stately manner of all judicial bodies, delivered the following wisdom:
“If one expands one’s gaze beyond the mere rights of litigation, it becomes clear that the courts are in no position to measure the finer points of corporate governance across different jurisdictions. In this case, we must refrain from questioning the decisions of directors, who, as we all know, never act in self-interest and always have the well-being of their shareholders close to their hearts.”
Aguilar, naturally, took great delight in the ruling.
“I’m mighty grateful the Delaware Supreme Court has come to its senses and ruled in favor of corporate freedom,” he said, presumably while preparing a telegram reading, “COME ONE, COME ALL,” to be dispatched posthaste to every boardroom in America.
For many years, Delaware has been the grand and venerable temple of corporate law, where companies could do as they pleased with minimal interference from the unwashed masses who had the misfortune of owning shares. But recently, a chorus of disgruntled executives—among them the great and powerful Elon Musk—have begun muttering darkly about Delaware’s courts being too partial to shareholders. Their suspicions were confirmed last year when a Delaware judge took a scythe to Musk’s modest and reasonable $55 billion compensation package, reducing it to the unthinkable sum of zero.
Meanwhile, the wise and forward-thinking stewards of Dropbox have already abandoned Delaware’s increasingly unfriendly shores in favor of Nevada, citing the unpleasant phenomenon of litigation, a plague afflicting all who would rather spend their days issuing press statements than answering to a jury.
And so, with this ruling, Nevada stands ready to welcome all corporations seeking a home where laws are friendly, liabilities are scarce, and shareholders are seen but not heard. Whether this be the beginning of an exodus remains to be seen, but one thing is for sure–Aguilar will be waiting with open arms, a fountain pen, and a freshly inked business license.
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