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Agreed on all counts. That said, if you're a tech startup in the US, you almost certainly want to be incorporating in Delaware regardless.

by wdaher 16y ago

carbocation 16y ago
Is Delaware > Nevada for this purpose?
- gacba 16y ago
  Some more specifics about Delaware: http://startuplawyer.com/incorporation/top-5-reasons-to-incorporate-in-delaware http://startuplawyer.com/incorporation/top-5-reasons-to-inco... Most important among them for (larger) corporations: judges decide cases, not juries, making less of a "wildcard" for litigation.
9ec4c12949a4f3 16y ago
As someone outside of the US, could you quickly explain to me this "Delaware thing"?
- wdaher 16y ago
  Basically, when you start a company, you choose to start it (to incorporate it) in a particular state. Each state has its own laws about corporations, what they are and aren't allowed to do, etc. Some states have laws that are really company-friendly, and other states have laws that are really shareholder-friendly. Delaware's laws are, in general, quite company-friendly -- so when you're starting your company, it makes a lot of sense to do so there (because your company will get the most legal protection). In addition, "basically everyone else does it". Which isn't good motivation for jumping off a bridge, but it is a good motivation here, and here's why: case law. Lots of companies (and thus lots of Delaware companies) have done crazy things and have had lawsuits over them. So it's better-understood how to interpret portions of Delaware corporate law, because they've been tested before in court. Whereas in some other random state, that's less likely to be the case. As a consequence, I think basically every corporate lawyer in the US is familiar with both their own state's corporate law, as well as Delaware's. And finally, a disclaimer: I'm not intimately familiar with the corporate law of even just one state, let alone all 50, so take this with a grain of salt -- but this is a sketch of the motivations for incorporating in Delaware that I've heard.
  - 9ec4c12949a4f3 16y ago
    Wow, you've made me want to move! Hah.

Agreed on all counts. That said, if you're a tech startup in the US, you almost certainly want to be incorporating in Delaware regardless.

by wdaher 16y ago

Agreed on all counts. That said, if you're a tech startup in the US, you almost certainly want to be incorporating in Delaware regardless.

carbocation 16y ago

Is Delaware > Nevada for this purpose?

gacba 16y ago
Some more specifics about Delaware: http://startuplawyer.com/incorporation/top-5-reasons-to-incorporate-in-delaware http://startuplawyer.com/incorporation/top-5-reasons-to-inco... Most important among them for (larger) corporations: judges decide cases, not juries, making less of a "wildcard" for litigation.

9ec4c12949a4f3 16y ago

As someone outside of the US, could you quickly explain to me this "Delaware thing"?

wdaher 16y ago
Basically, when you start a company, you choose to start it (to incorporate it) in a particular state. Each state has its own laws about corporations, what they are and aren't allowed to do, etc. Some states have laws that are really company-friendly, and other states have laws that are really shareholder-friendly. Delaware's laws are, in general, quite company-friendly -- so when you're starting your company, it makes a lot of sense to do so there (because your company will get the most legal protection). In addition, "basically everyone else does it". Which isn't good motivation for jumping off a bridge, but it is a good motivation here, and here's why: case law. Lots of companies (and thus lots of Delaware companies) have done crazy things and have had lawsuits over them. So it's better-understood how to interpret portions of Delaware corporate law, because they've been tested before in court. Whereas in some other random state, that's less likely to be the case. As a consequence, I think basically every corporate lawyer in the US is familiar with both their own state's corporate law, as well as Delaware's. And finally, a disclaimer: I'm not intimately familiar with the corporate law of even just one state, let alone all 50, so take this with a grain of salt -- but this is a sketch of the motivations for incorporating in Delaware that I've heard.
- 9ec4c12949a4f3 16y ago
  Wow, you've made me want to move! Hah.