Comments on: Welcome to North Dakota!

By: dsawy

dsawy — Mon, 27 Apr 2009 17:35:03 +0000

The real advantage to incorporation in DE is their chancery court, not just their corporate structure law.

That said, directors should get off their asses. Shareholder fury with the incompetence of boards is building.

The single best change that the US government could make for public corporations would be to limit the number of boards on which a person may sit to two. These “professional directors” who sit on a half-dozen boards are useless rubber-stamp voters, completely unconcerned with the best interests of shareholders and ignorant of the business issues of the company. No person can competently discharge the duties of a director on any more than two large corporations these days – the business environment is so complex that they really could handle only one competently unless they have an analysis staff to back them up.

By: jasan

jasan — Thu, 23 Apr 2009 02:09:42 +0000

North Dakota…Just north of South Dakota…Way out there man, way out there..

By: Rick Bacon

Rick Bacon — Wed, 22 Apr 2009 17:13:46 +0000

The best state by far is Wyoming. Wyoming invented the LLC concept, you can be a foreign national and not even live in the state yet be incorporated there. Check out the advantages of incorporating in Wyoming:

* No State Income Taxes
* No information collected to be shared with IRS
* Privacy allowed
* Shareholders are not listed with the state
* Best Asset Protection Laws
* Nominee officers are legal
* Citizenship not required
* State tax not being considered
* Wyoming draws little attention
* No Nevada “Stigma”
* Lower Start up Costs

By: James McRitchie, CorpGov.net

James McRitchie, CorpGov.net — Tue, 21 Apr 2009 23:46:33 +0000

Thanks for highlighting this issue. I had the proposal at Whole Foods. No, I don’t expect many corporations to move their postal box to ND. However, this one resolution can send the board a message on several “best practices” at once, such as proxy access, split chair/CEO, majority vote, annual elections, etc.

I agree with the other comment that diversity is a great thing in corpgov. Unfortunately, there is far too little of it with DE so dominant. Unfortunately, because of management’s firm grip, incorporation to shareowner friendly states is still a race to the bottom. Many of us hope to change that.

By: Diversity (of state law) is a Beautiful Thing

Diversity (of state law) is a Beautiful Thing — Tue, 21 Apr 2009 15:36:49 +0000

DE is only in danger of losing its corporate crown if ND, or some other state, gives real incentives to corporations to reincorporate there, not incentives to gadfly shareholders, so I wouldn’t hold my breath on this one. However, if there were a company that wanted to demonstrate leadership and uproot to ND, I think RiskMetrics Group would be a prime candidate! Actually, this whole idea of DE vs. ND law brings up a great issue, which is the diversity of state law. This is actually how things like proxy access should be handled, instead of having the Feds (i.e., Congress and the SEC) come in and dictate how all companies should implement proxy access, majority voting, special shareholder meetings, etc. Let the marketplace of corporate law figure out what the standards should be, as it has done so since the inception of the federalist system.