On the other hand, most of the companies registered in Delaware are not trying to dodge US federal regulations. Polymarket is prohibited from operating in the US market. Nevertheless they have a substantial customer base in the US, and the part left unsaid in the NPR story, is that they’re probably also headquartered in the US. Almost definitely a violation of either gambling or securities regulations.

They are often trying to dodge their local state’s regulations, though.

Incorporating in Delaware was initially attractive because of usury laws that matter to a small number of business sectors.

The charitable take is that most corporations want to comply with a state's regulations because unintentional compliance violations are painful and expensive, and it is relatively easy to be confident that you are compliant as a Delaware corp.

When I last did it, there were two wins for a tech startup incorporating in delaware:

* it's easy and well-documented - the main thing you have to remember is to check the boxes that say this is an actual company, and not a holding company for a boat (where the real tax dodging is)

* it was reported to make acquisitions easier (as the company acquiring you would either also be a Delaware corp or it would be more straightforward even if they weren't.)

Yes it is highly preferable for mergers/acquisitions/financing because the law is well established and widely known in those industries.

If you run into some legal question somewhere down the line, investors and their lawyers will be much more comfortable with Delaware law than some other state who may not have clear language on the books and/or have never tested that particular situation in court before.

That is really a wild thing. A culture of legal belief based on precedent. It's as if one is joining a club that has rules of business conduct clearly documented.

That is basically how the entire common law system works in North America. Except in the places not using common law

That doesn't seem wild at all. Laws are written by humans, and, as such, there's inherent ambiguity.

Given that, would you rather have a case tried in a court that has only tried a handful of other cases, or would you rather be in a court that has handled a mountain of cases, with lots of information as to what the law really means, as it has played out in real-life scenarios?

Being tried under a legal regime where there is a ton of past history seems a lot easier to reason about than one where there isn't much.

> It's as if one is joining a club that has rules of business conduct clearly documented.

Well, yes. The law is the law, sure, but the "documentation" is much more than just the law, as written.

It's wild because the obvious choice to me would be to incorporate in the state or commonwealth where the primary work is done. Choosing to incorporate in state that is nothing more than choice of court system to be bound to me is not obvious.

Many people in this thread cite most court systems are the same yet some people choose to incorporate in Delaware. I happen to be incorporated in Massachusetts because that is where I live.

Is it any more wild than a system where ambiguity is decided at random by whichever judge you happen to have?

Agree with your take, very similar to what I heard.

However, we were strongly told that for early stage startups, some (CA) VCs would only bother looking at CA or DE companies.

Not sure about initially, but the big benefit to Delaware today is essentially network effects: so many companies are and have been incorporated in Delaware that there is a mountain of case law and precedent, so corporate legal teams can have a very good idea of how rulings will go if the company is taken to court under Delaware law. The state's judicial system is also set up very well at this point to handle the cases put in front of it.

(It also doesn't hurt that most businesses also find Delaware's business law to be reasonably fair and advantageous. Musk notwithstanding, of course.)

When I had a C-corp in the 90s for a magazine I was publishing, my dad’s cousin insisted that I should incorporate in Delaware or Nevada. The thing is that because I was operating in California, especially at the small scale that I operated, it did nothing for me at all really. I would still pay California taxes and be subject to California regulations. Mostly it would make a difference if I were sued.

(Obligatory disclaimer that these are ~30-year-old memories of some dumb 20-something’s understanding of the law at the time.)

It might also make a significant difference if you sold the company, which is one reason why many companies move to Delaware when they are looking for an acquirer.

No. Its because has chancery court which is a court based on equity not a court based on common law.

> No. Its because has chancery court which is a court based on equity not a court based on common law.

This is somewhat confused. Most common law jurisdictions merged their courts of law and courts of equity into a single unified court system long-ago; Delaware is unusual in not having done so

But if you bring an equitable cause of action, courts in other jurisdictions will apply equity to decide it. And Delaware’s Court of Chancery applies common law as well.

There are real advantages to Delaware’s judicial system from a corporate perspective-a specialised court system can be more responsive because it isn’t weighed down with other types of cases, doesn’t have juries, offers judges with deep experience in that specific area of law, etc. But it isn’t purely due to keeping separate equity courts; other jurisdictions could get similar results by establishing specialised courts for particular types of cases, without necessarily having to rely on the old law-vs-equity jurisdiction to draw the line.

I used to work for a large financial services company who bought 4 storey office block and fitted it out with very small but with own door individual offices that had internet and a connected desk phone so that companies could rent them and say they had more than a box office address in that European capital, I never found out what the rent was.

Polymarket is already working on a full return to the US market aided by sympathetic policy changes of the current administration.

Additionally, the claim "most of the companies registered in Delaware are not trying to dodge US federal regulations" strikes me as dubious. Every company seeks to lower its regulatory burden. If they're not finding loopholes, then often they're the ones writing the regulations and funding congressional campaigns. I'm not sure the claim Polymarket is unique re its relationship to the government in this respect is credible. They seem to be working quite intimately with the current administration on returning from their Biden era "ban".

There’s dodging and then there’s _dodging_. If you are operating in a legal gray area, that’s an unsavory business practice that is, as you say, widespread. Then there’s operating illegally in full view of everybody. I do not personally ascribe to the idea that a thing is OK just because one is not currently being prosecuted. Polymarket (and Kalshi) is bad for the country, their claims to the contrary are highly dubious, and it’s a case where not only are they actually in the wrong, they are quite specifically legally wrong.

Well, the good news for them is that the president’s children are involved in the company. It’ll be very easy to grease the appropriate hands.

You may feel that way, and I may sympathize. But I really think you are over-indexing on your own personal belief that they are "bad for the country". If we follow your logic then a company is doing more _dodging_ simply on the basis of one's own moral aversion. So maybe if I'm an environmentalist I think coal companies are especially dodgy. If I'm a pacifist maybe a defense contractor. If I'm an evangelical maybe a company that contracts with the government re some reproductive care.

"operating illegally in full view" vs "legal gray area" is not a determination that can be made based on your subjective view of what "makes a thing OK". The fact that you pair the accusation that they are "operating illegally in full view" with the notion that you can condemn a thing that is not "currently being prosecuted" only further undermines your argument. Your moral objection is your judgement to make, the question of what is illegal cannot be. The latter is exclusively the domain of the courts, not any individual (or collective) moral outrage. Your seeming desire to conflate the two to satisfy your personal feelings unfortunately undermines whatever cogent points you may have re their legality on the merits.

The fact is they are currently working with the government on a return to the US markets. engaging in a government process such as they are seems to not resemble anything akin to "operating illegally in full view of everybody". You would be more convincing if you would levy your criticism in more reasonable terms. I personally suspect there is a lot more "gray area" here than you seem to contemplate.

> The fact is they are currently working with the government on a return to the US markets. engaging in a government process such as they are seems to not resemble anything akin to "operating illegally in full view of everybody".

This is a seriously tiresome argument. How about this? Feel free to cite how their recent moves will enable them to

1. satisfy regulators that they are not violating the Commodity Exchange Act; 2. satisfy other parts of the government that they are not simply illegal gambling; 3. satisfy the states that are actively suing them RIGHT NOW.

It does not matter that there are friendly people in the administration. The fact is that they were told to wind down their markets and leave. They did not do this. Even if their behavior may become legal in the future, it is currently illegal.

My personal objection is IN ADDITION to the legal problems. My personal opinion is that this business and the people who run it SUCK. There’s no conflating: both things are true. Why do you insist on sticking up for douchebags?

Because it's not illegal to be a douchebag. I don't believe in mob rule. You proudly declare things illegal with all the confidence of someone who has never been a victim of the state's power. You must have a rather shallow view of history. I find your mild histrionics deeply unimpressive. Why do you insist on appropriating the language of law when you clearly have little respect for its precepts?

>the claim "most of the companies registered in Delaware are not trying to dodge US federal regulations" strikes me as dubious

huh? you aren't making a coherent argument. registering in any US state you are still subject to the same federal regulations, Delaware is not different, it offers no shelter from federal regulations.

in fact, if it is not your primary state of operation, then it subjects you to federal regulations for interstate commerce where you might not otherwise be.

> the claim "most of the companies registered in Delaware are not trying to dodge US federal regulations" strikes me as dubious.

Why would it? Choosing the state to incorporate in has very little to do with US federal regulations. If the US wants to come after your company for some reason, they file in federal court, and the state you're incorporated in is irrelevant.

When incorporating, you choose the state based on its business-related laws and how they might apply to your company. You choose based on the experience of their judicial system in handling business matters. You might choose because there are a ton of other businesses incorporated in that state, and that's created a lot of court cases and a lot of precedent that can give your own legal team more confidence in how different sorts of legal challenge might play out.

If you were trying to avoid US federal regulations, you might incorporate in Delaware for the simple reason that Delaware is a safe default, given how common it is for companies to incorporate there. Incorporating in an unusual state could raise an eyebrow here or there. But ultimately it's not going to matter all that much. And even if it's true that a federal-regulations-skirting company would have a measurable benefit to incorporating in Delaware, there's no reason to believe that lots of companies incorporated in Delaware are trying to skirt federal regulations. That's just an unfounded assertion.

As an aside, it's not true that every company wants to decrease its regulatory burden. Once a company gets large enough, lobbying for extra regulation can be a barrier to entry for possible competitors. Also consider that "reducing regulatory burden" doesn't necessarily mean doing something illegal. In the case of Polymarket, they probably are, but plenty of other companies find ways to reduce their regulatory compliance needs in perfectly legal ways.

My comment was unclear. That quote was intended to connect with the parent claim that Polymarket was unique in "trying to dodge US federal regulations". The chain was:

> I don't get it. Most companies registered in the state I live in, for example, are not actually located here. They simply receive mail through their registered agent there. Why would this be news?

>> On the other hand, most of the companies registered in Delaware are not trying to dodge US federal regulations.

What I found dubious was predicated on this "on the other hand" - that is the notion that Polymarket is really doing anything unique re its dealings with US federal regulators.

As per your last paragraph that touches on this, I already addressed this in another thread, but I'm simply not convinced that Polymarket is very unique here. It is common for new enterprises creating new industries to come into conflict with the law, and for both to evolve. Obviously Polymarket is not some large incumbent. The point was I find the notion that they are doing something singularly illegal or out of step with how most businesses operate dubious.

I detect that in comments around this chain you and some others seem to want to create a hard barrier between the law and enterprise. That's not how reality works. Regulations change. Policies are modified. New laws are passed. Governments and businesses often collaborate in this process. To get back to what I was trying to respond to, I am simply asserting that indeed this should really not be "big news".

So what? As long as they make it clear to visitors that their product is not for use by US residents who cares if US residents choose to break the law? Or rather, shouldn't any ire be directed towards those consumers who knowingly violate the law as opposed to a company that only officially provides services where it is legal to do so?

I am shocked, shocked to discover that a dubiously-legal gambling outfit is run from a front company in a tax haven.

Just to elaborate a bit: companies register in Delaware so that legal disputes will be resolved by the Delaware Court of Chancery [1]. Although there are more business-friendly states, the Court of Chancery draws from a much larger body of business-related case law than any other, making legal challenges more predictable. The purpose of registering in Delaware is not to avoid legal scrutiny altogether.

Needless to say, this is categorically different from a company "moving" to Panama, without even maintaining a physical presence there, for the express purpose of avoiding American regulators. It's a false equivalence.

---

[1] https://en.wikipedia.org/wiki/Delaware_Court_of_Chancery

They acknowledge this in the article as well, surprisingly enough.

> Corporate law experts say while there is nothing illegal about housing a business inside a shell company, the practice is often a strategic move to protect a firm's wealth or shield it against lawsuits and action from government regulators.

What is the thought process of someone writing this? Does this article have any meaningful or critical thought behind it?

It isn’t newsworthy for people who believe the laws around corporate transparency and accountability are good enough.

Many people do not, which is why it is noteworthy, even if it is standard.

They’re avoiding editorializing. PBS news has the same dry “facts only” flavor. Legitimate reporting takes the high road; corpo-media too often take the low road. Unfortunately human information consumers tend to gravitate toward sources of maximum opinion.

Do you think "housing a business inside a shell company" is not editorializing when referring (apparently) to running a company that has a registered agent in a normal, permissive jurisdiction like Panama, Ireland, or Delaware?

No, I do not think that is editorializing. A shell company is a well understood concept that can be assessed in a reasonably objective manner.

That said, I was under the (perhaps mistaken) impression that the US company was shut down under the settlement agreement. So if this is indeed a shell I'd be curious to know the name and jurisdiction of the core business.

> A shell company is a well understood concept that can be assessed in a reasonably objective manner.

Well, that's my point: a shell company doesn't do any substantial business involving customers, payroll, etc, while Polymarket does seem to be actually operating a business. The "shell company" appellation implies that Polymarket is merely a cover for hiding wealth. Actually, NPR doesn't even make the claim that Polymarket is a shell company, but just trots out a fact about shell companies without any particular connection to Polymarket in the middle of this article! It's an implication without any attempt to provide backing facts, and they technically said nothing in this about Polymarket that needs to be sourced:

> Corporate law experts say while there is nothing illegal about housing a business inside a shell company, the practice is often a strategic move to protect a firm's wealth or shield it against lawsuits and action from government regulators.

I don't use Polymarket and may be a bit biased against them due to their X posting, but I used to work at NPR and am fairly dejected about how far they've gone in the past 10 years.

What are the ‘personal opinions or subjective interpretations’ you feel it’s using? What would a rewrite be to be non-‘editorializing’ in your opinion?

They're doing their part in keeping a spotlight on Polymarket. The content of the article is not irrelevant, but it is less important than the existence of the article.

I guess we're scratching our heads, and even we clicked.

It is indeed already normal for rich people to do things that are sketchy as hell.

Maybe let's make it not normal?

Registered agents are sketchy now?

If the only shell(s) for a business are in a completely different jurisdiction with no connection whatsoever to any of the humans involved in operating the organization... yes. It's an outrageous way to escape the force of the law that has been rubber stamped by corrupt politicians.

It is exceeding common for US companies to incorporate without a presence in Delaware for the exact opposite reason of dodging the law. It is done to make legal compliance easier and more streamlined.

Oh, c'mon, that's a huge exaggeration. US companies commonly incorporate in Delaware due to its generally-friendly business regulation with a ton of legal precedent surrounding it, and a court system well positioned to handle business-related cases.

If they're incorporated there because that makes regulatory compliance easier, then that's not "dodging", that's just... doing what's allowed.

And it's not like incorporating in Delaware is a get-out-of-jail-free card. If the company does have a presence in other states, the laws of those states are binding in many circumstances; the state of incorporation is irrelevant there. And there's always US federal law. Choice of state isn't going to change anything when the feds come knocking.

The issue at hand is Polymarket claiming they are based in Panama, outside the US's jurisdiction, but presumably being headquartered in the US. You might say this is no different from a company being incorporated in, say, the UK, doing business there, hiring people, maintaining an office, and then also having offices in the US, but... this is not the same, and it's a little odd that you seem to be missing that fact.

And on top of that, often multi-nationals will have a legal entity in every country where they operate. Do they have one in the US? If not, and they are de-facto headquartered here, that's beyond sketchy. And even if they do, if they've structured things such that they can shield their assets from US legal judgments for crimes or torts committed on US soil, that's also pretty damn sketchy.

Polymarket is clearly flying close to the sun, at a minimum. There's plenty of evidence to show that, but "every company with legal entities in some other place is doing something wrong" isn't one of them, as was claimed by others in this thread. Delaware is a convenient example of why this just simply isn't true.

Is Polymarket registered in Panama to make legal compliance easier/for the opposite reason of dodging the law?

No, Polymarket is sketchy as fuck. I was disputing the allegation that there's something inherently wrong with having a registered agent in another locale.

Registering in Panama isn’t even the sketchy thing! They listed a false agent of process, hah.

I really don't trust your definition of sketchy as hell and don't want it to have legal or normative force.

For-profit companies jurisdiction shopping without any physical presence is so clearly sketchy that it's wild anyone could see it otherwise. I can't imagine a normal person not being shocked in disbelief when they first learn about the concept of tax havens.

Maybe when it’s Panama. But there is not a single sketchy reason why companies choose to incorporate in Delaware, for instance.

There are very legitimate reasons to incorporate in another location. Some are not only not sketchy, but even altruistic, e.g. incorporating in another state for the purpose of incorporating as a PBC.

What are the altruistic aspects of operating a corporate entity that effectively operates as a casino where you can bet on literally anything?

Did they incorporate as a PBC?

Is there actual case law of people using a company's status as a PBC to effectively hold it to account for detrimental corporate conduct?

I think you might be misreading my comment as if I was defending Polymarket. I'm disputing the claim that "jurisdiction shopping is always sketchy".

Delaware is quite literally a tax haven set up to assist in evading as many local laws as possible. Do we just excuse it because it's a US state and speaks English?

No it isn’t. There are states with zero corporate taxes, and Delaware isn’t one of them.

Businesses choose Delaware because their corporate law and court system are are both well developed and streamlined which makes investors comfortable.

There are plenty of other states that are better choices for tax reasons.

Why is it shocking to suggest that multi-national companies deliberately arrange to have their headquarters in a legal jurisdiction that has favorable tax laws for them? This makes perfect sense and it's something I would consider doing myself if I was starting a company.

its one thing to actually put your headquarters somewhere. Quite another to use tricks to put your "headquarters" somewhere, and the office where you and most of your employees go to work halfway across the world.

And what of incorporating somewhere, having your headquaters somewhere else, having your main office in a third place, and this all owned by a shell company in a fourth place, with all your assets owned by a fifth company, which rents it back to you for extortionate rates, your EU subsidiary in a sixth place, the actual EU offices in a seventh place, etc etc etc.

Thats not even approaching the trickery and deceit that is accepted as completely normal - let alone the ones that actually get in trouble

Do these sorts of things have legal benefits for the companies involved? (yes)

If I had a company over a certain size, I'd probably do it too. But it has sharply negative consequences for the rest of society, and for trust in the system in general.

You haven't heard their definition yet.

Do poor people ever do anything sketchy as hell?

Do the sketchy things of poor people affect as much other people as the sketchy of rich?

Who more often jail time for sketchy things? Poor or rich?

Are we talking drug gangs as poor? Because the foot soldiers sure are.

I would blame those on the middle class cocaine users who fund the drug gangs.

The foot soldiers are part of the sketchy things of rich drug lords

Sure. Poor people ruin millions of families every year with pointless violent robberies, sexual assaults in back alleys, and worse.

Does anyone of sound mind make it a class issue? Of course not. It would make about as much sense as blaming every rich person for random white collar crimes.

What is the per capita of ruined lives per poor people?

If they get caught, do they get jail time or a fine?

How many poor people do you need to get the same number of victims compared to the sketchy things of rich people?

What’s your contention? If the per capita incidences of either rich or poor people ruining families is a worse number, then what’s the implication?

That whatever group has a worse impact should be “gotten rid of”? What if poor people are worse? You’d abandon that line of thinking entirely, I imagine.

What’s next? If people with red cars are statistically more likely to commit crimes we should round them up as long as you don’t personally have a red car?

The problem with both is they face only minor consequences.

Anyone who argues it is a class issue is not of sound mind?

Those who disagree with you are crazy.

Right.

Says one vain but ultimately useless meat suit whose food and shelter the rest of us don't have to concern ourselves with because it's so inconsequential an existence it props nothing important up.

Ah it's people like you that provide the most entertainment in life. Watching you shill delusions about your economic achievements in a physical reality that doesn't care you exist and a social system that provides no assurances your efforts today will afford you food and shelter in the future.

As the other 8 billion on the planet while you live don't notice you exist.

But you're of sound mind; a privilege you give yourself to begin with. Lol. Sad.

Could you please define "sketchy" for the sake of this conversation?

this is a good explainer video that talks about why Polymarket maintains a Panama HQ instead of a US one and why it has two different sites (.us vs .com). https://www.youtube.com/watch?v=seNwZhK4UdA

> Why would this be news?

Mostly because international litigation is, let's say, fraught issues (as in "good luck!")

Yes. Is that news?

Because NPR dislikes polymarket and thinks that reporting this will discredit them.

If the facts themselves discredit Polymarket, NPR doesn't have to like or dislike them. Polymarket made itself newsworthy, it can't complain if someone looks at them closely.

is it not true? from my perspective they're just stating a fact that some people may not be aware of (registering a business in a location it doesn't physically exist in)

It does.

The point being, yes, we all know this, but also it's done purely to bypass taxation which shouldn't ever be accepted.

> there was no sign of Polymarket, nor the entity it does business as

The law firm at that address was not their registered agent. Their ToS mandated arbitration with an entity that doesn’t exist.

It's not news. It's interesting because of Polymarket's size - $8bn traded in a month up 8x from a year back, controversy - $400k on military secrets, drama - FBI ramming the CEO's pad and the like.

See also: Polymarket gamblers threaten to kill me... 1090 comments https://news.ycombinator.com/item?id=47397822

If it was just your average company it wouldn't be very interesting.