Delaware has some of the best incorporation laws in the US. That is why companies will set up a office and incorporate in Delaware.
I spent a little time looking at Delaware's laws when studying the bankruptcy and abuse allegations against DeVos family's company Alterra (emerged from bankruptcy and lawsuits, joined with Brookdale & incorporated in Delaware).*Section 102 of the Delaware General Corporation Law, as amended, or the
DGCL, allows a corporation to eliminate the personal liability of directors to a
corporation or its stockholders for monetary damages for a breach of a fiduciary
duty as a director, except where the director breached his duty of loyalty,
failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock
repurchase or redemption in violation of Delaware corporate law or obtained an
improper personal benefit.
*Section 145 of the DGCL provides, among other things, that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the corporation's request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit or proceeding. The power to indemnify applies
if (i) such person is successful on the merits or otherwise in defense of any
action, suit or proceeding or (ii) such person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense expenses (including
attorneys' fees but excluding amounts paid in settlement) actually and
reasonably incurred and not to any satisfaction of judgment or settlement of the
claim itself, and with the further limitation that in such actions no
indemnification shall be made in the event of any adjudication of negligence or
misconduct in the performance of his duties to the corporation, unless a court
believes that in light of all the circumstances indemnification should apply.
I can see why those who believe business should come before the people would think Delaware is a good place to Incorporate. Those same people probably think drug company immunity in Michigan is a good thing to.
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Topic: Cayman Islands (Read 2191 times)
