I'm a Delawarean, and I have done research and reporting about the state's unique role in corporate America.
You may wonder why two-thirds of the Fortune 500 are incorporated in Delaware. Is it because the cost of incorporation is lower than in other states, or because corporate tax rates are lower? Those are factors, but they are not the primary reason. The primary reason is risk avoidance, and in particular legal risk avoidance.
Delaware benefits from a flywheel effect: Because so many companies are incorporated in the state, its Chancery Court has a more developed set of case law than other states, and so outcomes of lawsuits involving corporations are more predictable -- which makes it an even more attractive place to incorporate, which continues the flywheel effect.
The down side is that the state is incredibly dependent on corporate licensing fees and escheatment. States like Nevada have, in recent years, been competing against Delaware as a corporate haven, and if we start to see a significant migration, we'll be in a real pickle, because the state imposes no sales tax and has relatively low property taxes.
DE law is also, broadly speaking, favorable to corpos -- they didn't just go there because common law got hashed out. Plenty of other east coast states with long histories and lots of lawsuits.
but the parent poster is correct: it is unambiguous and well litigated in its benefits and downsides.
even if the benefits are only mild, it makes it easy to map out and control the legal risks.
Off topic: I’ve never seen a flywheel analogy that actually understands what a flywheel is. People love to use it to describe a forever growing thing, when it’s actually just a buffer.
In this case, the flywheel analogy only demonstrates is that there is low friction in the legal system aspect.
If we are talking about a flywheel as an energy storage, low friction is a key component of its ability to store energy as a buffer. If this was not the case, the flywheel would lose its energy quickly on its own and the buffer would be gone.
> People love to use it to describe a forever growing thing, when it’s actually just a buffer.
A thing has other characteristics other than its intended purpose. Your assumption that you need to use intended purpose for a successful analogy is false.
You may wonder why two-thirds of the Fortune 500 are incorporated in Delaware. Is it because the cost of incorporation is lower than in other states, or because corporate tax rates are lower? Those are factors, but they are not the primary reason. The primary reason is risk avoidance, and in particular legal risk avoidance.
Delaware benefits from a flywheel effect: Because so many companies are incorporated in the state, its Chancery Court has a more developed set of case law than other states, and so outcomes of lawsuits involving corporations are more predictable -- which makes it an even more attractive place to incorporate, which continues the flywheel effect.
The down side is that the state is incredibly dependent on corporate licensing fees and escheatment. States like Nevada have, in recent years, been competing against Delaware as a corporate haven, and if we start to see a significant migration, we'll be in a real pickle, because the state imposes no sales tax and has relatively low property taxes.