Nobody at losthorizons can answer a simple question

[stija]

I think you've confused Dan ("LPC") and me. That's OK. I'm glad to be confused with Dan, and you're apparently glad to be, well, confused.

Now that is funny right there.

But on a serious note, a few things....

You came here to lecture the collective "us" on subjects that the people you are lecturing to are real life experts and you learned about by reading stuff on the internet. And you're just plain rude about it.
Now, I am not an attorney so I cannot get into the finer points of inter-government immunities and stuff, sounds like a set of rules for when a state political body is also an employer, if I needed an opinion on it to save a life, and this is the truth, I'd first ask at least one of the people you're arguing with and this in spite o the fact that they are all (except LPC part of the year) are in different states than me and I have a pretty good lawyer of my own.

That being said, if you came to a thread and started trying to "internet truth" argue with me on my subject of expertise (economics and building cars, a strange combination I'd admit, but there you are) I'd be quite tempted to let you know that while I'll allow that almost anyone can make you see something you've never realized before, for the most part, Harvard College, Xavier, LSE and the University of Michigan have taught me quite a bit and for you to convince me I got it wrong you're gonna need to be real persuasive.

What kind of cars?

And you're not. You're not even very original, just another in a long string of people who wrongly think that because they go get their courage up about their misguided beliefs in a room fool of conspiracy theory nutbags that they actually KNOW anything. If you start with the thesis of "most people who have jobs don't really have to pay income tax" you're wrong, and it doesn't matter how many points of minutia you can toss around out of context, out of your level of understanding or just out there.... most people who earn money have to pay income tax, there is no vast conspiracy to trick people into paying it who really don't have to and no, Sparky, you're not smarter than everyone else.

Now, after almost 60 posts in about your first 24 hours, I think I speak for many more here in saying that we hear ya, your work here is done, and you can return to GLP plot the revolution. I know I'll be among the first against the wall and all that, but it's a chance I'm willing to take.

Bu'bye!

1st Amendment protected speech recognized by the common laws as a tortious act of slander, in politics as misdirection from the truth, and what kids do just before they cry.

To recap succinctly what we discovered so far:

a) Intergovernmental Immunity Doctrine ('IID') exists, as agreed by LPC, myself and confirmed by SCOTUS. wserra concurred. (see Graves v New York, South Carolina v United States, New York v United States, and other cases quoted throughout this thread)

b) IID implied immunity rule from Collector v. Day is overruled and replaced with a two part rule (see Graves v New York) which extends to BOTH the agency and officer thereof in exercise of ESSENTIAL (three branches) gov't functions ONLY, if involving:
i) direct taxation of state/feds (each other - reciprocal see (d) below), OR
ii) unwarranted and unconstitutional burden on the agency

c) Title 26 Subtitle C would purport to impose BOTH:
i) a direct tax on the agency - FICA, FUCA, and other payments,
ii) unwarranted and unconstitutional burden on state agencies

d) IID is reciprocal and same rules apply, except insofar Congress was granted an EXPLICIT power of taxation on a subject in which case Congress is supreme in that respect.

e) the fundamental principle behind this is that one sovereign may not tax another just for exercising its INHERENT rights to exist and function - in the case of governments, this is the discharge of duties through one of the three branches: Judicial, Legislative, or Executive.

f) in regards to business enterprises involving state agencies or instrumentalities thereof, the IID does NOT apply IF Congress has the right of taxation over the specific subject

Did i miss anything guys?

Bueller?

[Famspear]

1st Amendment protected speech recognized by the common laws as a tortious act of slander, in politics as misdirection from the truth, and what kids do just before they cry.

Bleep snorp grimble barndy flooble wimpam.

See, I can do it, too.

Stija, the fact that you're stringing real words together doesn't really help much. You're still babbling.

My gibberish is better than your gibberish.

[AndyK]

I charter in Delaware, I open up a small business catering to the elderly in Alabama. My business is wholly local in nature within Alabama. I have employees and i have contractors, as well as corporate officers. A common business platform.

What is the proper civil status under Title 26 of my Delaware corp while doing business locally within Alabama for federal taxation purposes?

I think it is a straight forward and simple question. Anyone?

By "charter in Delaware" we must assume you mean that your establishing a corporation under Delaware law. If that's not what you mean, please clarify.

First, your Delaware corporation (unless established as an IRS-approved non-profit) would be subject to all corporate taxes imposed in 26USC. Even if it was an approved non-profit, there would still be requirements for specific information reporting to the IRS.

As to your Corporation doing business in Alabama (again, the presumption is that you mean exclusively within Alabama) -- it doesn't matter. It is totally subject to all aspects of 26USC.

As to the employees (assuming there are some) within Alabama, they have no special status.

The only confusing thing is that you keep referring to "civil status". Could yu please explain what you intend the term to mean.

[stija]

By civil status i mean legal status under 26USC, as in foreign corporation or domestic. I am going to assume you classified it as domestic corporation per 26USC 7701(a)(4) - correct me if am wrong.

I disagree. I contend that it would be a foreign corporation pursuant to 26USC 7701(a)(5) having been established under the laws of Delaware, a distinct sovereign vis-a-vis the United States, and thus two different jurisdictions and bodies of law. Therefore, it would be also foreign in Alabama where i would be conducting my business exclusively.

Therefore, a Delaware corporation would be foreign to every jurisdiction except its own. Now, since you disagree with this proposition, what would you need from me to at least have you consider that possibility? Again, not to convince you, as i couldn't care less to do that, but for the purposes of having a rational and evidence based discussion, what would help you at least consider the possibility of what i am saying as being both legally sound and factual?

Would Delaware statutory language on this issue be a determining factor - being the regulatory/governing language of such corporate citizens?

[Famspear]

By civil status i mean legal status under 26USC, as in foreign corporation or domestic. I am going to assume you classified it as domestic corporation per 26USC 7701(a)(4) - correct me if am wrong.

I disagree. I contend that it would be a foreign corporation pursuant to 26USC 7701(a)(5) having been established under the laws of Delaware, a distinct sovereign vis-a-vis the United States, and thus two different jurisdictions and bodies of law. Therefore, it would be also foreign in Alabama where i would be conducting my business exclusively.

Wrong. A corporation organized under the laws of any of the fifty states is a "domestic corporation" as that term is used in section 7701.

Therefore, a Delaware corporation would be foreign to every jurisdiction except its own.

You're confused on your terminology. Under state law, a Delaware corporation is "foreign" as to Texas. Foreign as to Minnesota. Etc., etc. A Delaware corporation is not a "foreign corporation" for purposes of the Internal Revenue Code.

Now, since you disagree with this proposition, what would you need from me to at least have you consider that possibility? Again, not to convince you, as i couldn't care less to do that, but for the purposes of having a rational and evidence based discussion, what would help you at least consider the possibility of what i am saying as being both legally sound and factual?

You didn't address that question to me, but you're asking the wrong question, anyway. As a matter of law, a Delaware corporation is a "domestic corporation" under section 7701. Period.

Would Delaware statutory language on this issue be a determining factor - being the regulatory/governing language of such corporate citizens?

Well, Delaware statutory law would not be a determining factor on the question of whether a Delaware corporation is a "foreign corporation" under section 7701.

[LPC]

So if there is no court ruling about something it does not exist?

Pete can play that game too. Where is the court ruling that clearly says that Americans are required to file 1040 returns? Since there is none......

Yes, Pete can play "that game." And Pete has spent time in jail. I have not. So maybe the game Pete has played is (a) not the same game that I play and (b) not the kind of game that you should want to play.

Anyway, you're wrong (surprise, surprise) about the "no court ruling" business:

“As the cited cases, as well as many others, have made abundantly clear, the following arguments alluded to by the Lonsdales are completely lacking in legal merit and patently frivolous: ... (9) individuals are not required to file tax returns fully reporting their income....” Lonsdale v. United States, 919 F.2d 1440, 1448 (10th Cir. 1990).

“The statutes themselves require the payment of the tax and the filing of a return. 26 U.S.C. § 6012. ... [The] duty to pay those taxes is manifest on the face of the statutes, without any resort to IRS rules, forms or regulations.” United States v. Bowers, 920 F.2d 220, 222 (4th Cir. 1990).

“Upon review of May’s amended petition, we find no allegations of fact which could give rise to a valid claim; rather, the complaint merely contains conclusory assertions attacking the constitutionality of the Internal Revenue Code and its application to the taxpayer.[Footnote omitted.] Tax protest cases like this one raise no genuine controversy; the underlying legal issues have long been settled. See, e.g., Abrams, 82 T.C. at 406-07 (citing cases rejecting similar arguments). Because May’s petition raised no justiciable claims, the Tax Court properly dismissed the petition for failure to state a claim.” May v. C.I.R., 752 F.2d 1301, 1302 (8th Cir. 1985), (among other things, May’s amended complaint alleged that “The Respondent has added penalties for Petitioner not filing a return (1040) when in fact there is NO SECTION of the Internal Revenue Code that ‘REQUIRES’ anyone to file.” 752 F.2d at 1304, note 3).

“The assertion that the filing of an income tax return is voluntary is, likewise, frivolous. Title 26, United States Code, Section 6012(a)(1)(A), ‘requires that every individual who earns a threshold level of income must file a tax return.’ [citation omitted] Failure to file an income tax return subjects an individual to criminal penalty.” United States v. Hartman, 915 F.Supp. 1227 (M.D.Fla. 1996).

"[T]he court finds that the requirement, or legal duty, to file income tax returns is found in the federal statutes, not the regulations, specifically 26 U.S.C. § 6012(a)(1)(A). This provision requires that every individual who earns a threshold level of income must file a tax return. Further, violations of the failure to file income tax returns is subject to criminal penalty under 26 U.S.C. § 7203." United States v. Pottorf, 769 F.Supp. 1176, 1183 (D.Kan. 1991).

And if you're interested in statutory law: Section 6012(a) of the Internal Revenue Code plainly states that “Returns with respect to income taxes under Subtitle A shall be made by the following: (1)(A) Every individual having for the taxable year gross income which equals or exceeds the exemption amount....”

Treas. Reg. § 1.6012-1(a)(6) provides that “Form 1040 is prescribed for general use in making the return required under this paragraph.”

[stija]

You didn't address that question to me, but you're asking the wrong question, anyway. As a matter of law, a Delaware corporation is a "domestic corporation" under section 7701. Period.

Ok, lets assume that it is true. If we were to look at the corporate classification of my corporation in DC corporate commission or on a United States SEC form 10-k, it would reflect what you are saying as factual - ie United States corporation right?

Well, Delaware statutory law would not be a determining factor on the question of whether a Delaware corporation is a "foreign corporation" under section 7701.

I disagree. I allege a complete opposite of what you allege. Are you saying that United States laws determine the character of the corporation in contradiction of the defining language of Delaware code that actually CREATES and DEFINES the corporation - or what is called chartering laws or governing laws.

[AndyK]

You are absolutely correct that the State of Delaware is a distinct Sovereign entity as is the State of Alabama. That concept is recognized in establishing jurisdiction for Federal courts -- one of their bases for hearing cases is the diversity of citizenship of the parties.

However, that does not mean that the states or their inhabitants are not subject to federal law.

I believed we established earlier in this thread the concept of concurrent jurisdiction.

Despite the individual states existence as sovereign entities, they arer still portions of and subjects of thefederal government of the United States. As a matter of fact, the first state to recognize the sovereignty of the central federal government when it was the first one to ratify the Constitution.

But you seemed to have conveniently skipped 7701(a)(4). To save others the trouble of looking it up:

(4) Domestic
The term "domestic" when applied to a corporation or partnership means created or organized in the United States or under the law of the United States or of any State unless, in the case of a partnership, the Secretary provides otherwise by regulations.
(5) Foreign
The term "foreign" when applied to a corporation or partnership means a corporation or partnership which is not domestic.

Simply; Delaware is a state; one of the states referenced in (a)(4). per your hypothetical, the corporation was created in Delaware.
Thus, (a)(4) applies and the corporation is domestic. Thus (a)(5) yeilds the result that it is not foreign; as you maintain.

Any comments or rebuttal?

[AndyK]

I disagree. I allege a complete opposite of what you allege. Are you saying that United States laws determine the character of the corporation in contradiction of the defining language of Delaware code that actually CREATES and DEFINES the corporation - or what is called chartering laws or governing laws.

Simply stated: YES -- with respect to how the United States Government views and treats the corporation under US law and regulations.

If, however, as you allege, "the defining language of Delaware code that actually CREATES and DEFINES the corporation" is somehow at odds with the Federal treatment, could you please post the language to which you refer, or at least a link to an authoritative source of that language?

Absent that, we will be forced to assume that you have no basis for it.

[stija]

You are absolutely correct that the State of Delaware is a distinct Sovereign entity as is the State of Alabama. That concept is recognized in establishing jurisdiction for Federal courts -- one of their bases for hearing cases is the diversity of citizenship of the parties.

However, that does not mean that the states or their inhabitants are not subject to federal law.

I believed we established earlier in this thread the concept of concurrent jurisdiction.

Despite the individual states existence as sovereign entities, they arer still portions of and subjects of thefederal government of the United States. As a matter of fact, the first state to recognize the sovereignty of the central federal government when it was the first one to ratify the Constitution.

But you seemed to have conveniently skipped 7701(a)(4). To save others the trouble of looking it up:

(4) Domestic
The term "domestic" when applied to a corporation or partnership means created or organized in the United States or under the law of the United States or of any State unless, in the case of a partnership, the Secretary provides otherwise by regulations.
(5) Foreign
The term "foreign" when applied to a corporation or partnership means a corporation or partnership which is not domestic.

Simply; Delaware is a state; one of the states referenced in (a)(4). per your hypothetical, the corporation was created in Delaware.
Thus, (a)(4) applies and the corporation is domestic. Thus (a)(5) yeilds the result that it is not foreign; as you maintain.

Any comments or rebuttal?

Plenty, i just don't want to overwhelm you again. So let's move step by step.

I never said that the state or its inhabitants are not subject to federal law. You are jumping the gun and assuming i am making such a frivolous argument. We agree on concurrent jurisdiction, there is no disagreement there.

The question here is one purely of Delaware corporate character, and if such corporate citizen is a domiciliary of Delaware of United States. Are you suggesting that the corporation would be both a domiciliary of United States and Delaware, thus domestic in both jurisdictions under Title 26 and Delaware Title 8?

I think you are confusing territorial jurisdiction with subject matter jurisdiction. I am asking a question of domicile/residence, and not federal regulation under 1:8:1-17, just so we are clear.

[stija]

Sure I can, i was asking what you will consider authoritative so that i don't waste me time with things you won't consider as such. Since i agree with you that Delaware law is authoritative, here it goes:

Delaware Code Title 8 Subchapter XV
§ 371. Definition; qualification to do business in State; procedure.

(a) As used in this chapter, the words "foreign corporation" mean a corporation organized under the laws of any jurisdiction other than this State

Delaware Code Title 8 Subchapter XVI
§ 390. Transfer, domestication or continuance of domestic corporations.

(a) Upon compliance with the provisions of this section, any corporation existing under the laws of this State may transfer to or domesticate or continue in any foreign jurisdiction and, in connection therewith, may elect to continue its existence as a corporation of this State. As used in this section, the term:

(1) "Foreign jurisdiction" means any foreign country, or other foreign jurisdiction (other than the United States, any state, the District of Columbia, or any possession or territory of the United States); and

(2) "Resulting entity" means the entity formed, incorporated, created or otherwise coming into being as a consequence of the transfer of the corporation to, or its domestication or continuance in, a foreign jurisdiction pursuant to this section.

Therefore, if we are to give credence to the clear CHARTERING and DEFINING Delaware language:

a) all corp not created under their jurisdictions are foreign to their state
b) all Delaware corp are prohibited from domesticating in any United States jurisdiction by exclusion, while they can domesticate in France or Britain for example.

Comments? Before we move onto the factual evidence of this proposition?

[LPC]

Well, Delaware statutory law would not be a determining factor on the question of whether a Delaware corporation is a "foreign corporation" under section 7701.

I disagree. I allege a complete opposite of what you allege. Are you saying that United States laws determine the character of the corporation in contradiction of the defining language of Delaware code that actually CREATES and DEFINES the corporation - or what is called chartering laws or governing laws.

Sheesh.

(Or should I say, Schiller!)

[stija]

Sheesh.

(Or should I say, Schiller!)

What about them IID rules for when it applies to both the officer and the agency?

Or have you changed you mind and IID does not exist anymore?

[AndyK]

Sija

You appear to be making the assumption that Deleware State law and Federal law are automatically mutually exclusive. If I err, I apologize.

However, the fact that Delaware views cororations as foreign or not with respect to said corporations treatment under Delaware does not contradict or impact the exact same corporation's treatment under federal law.

As I stated earlier, (at least) for purposes of taxation, the federal government treats a Delaware corporation as being domestic. This has multiple ramifications with respect to many aspects of corporate taxation.

However, the federal definition and treatment has absolutely no impact on Delaware's view of the corporation.

Your arguments positing 'foreign' treatment of these various corporations borders on the specious.

By the way, please note the leading phrase of the document which you quoted: "(a) As used in this chapter," The Delaware law specifically restricts its definition of foreign and domestic to applicability within one specific chapter of its law. It does not presume to impose the definition on any other governing entity -- not even on any other portion of the law.

[stija]

Stija
By the way, please note the leading phrase of the document which you quoted: "(a) As used in this chapter," The Delaware law specifically restricts its definition of foreign and domestic to applicability within one specific chapter of its law. It does not presume to impose the definition on any other governing entity -- not even on any other portion of the law.

Very true.

But you are missing the point, I allege that it can function under USC as a foreign corporation, such statutory language directing its foreign corporate conduct within its sovereignty. Every sovereignty within American Jurisprudence, 52 total, have their own statutory language authorizing and directing foreign corporate conduct within their jurisdictions.

Are you suggesting that a corporation chartered in Delaware can exist outside of Delaware without Delaware clear statutory language authorizing it? Are you suggesting that corporations can function outside of statutory language directing their conduct? If so, i'd like to see some evidence please.

"The States between each other are sovereign and independent. They are distinct separate sovereignties, except so far as they have parted with some of the attributes of sovereignty by the Constitution. They continue to be nations, with all their rights, and under all their national obligations, and with all the rights of nations in every particular; except in the surrender by each to the common purposes and objects of the Union, under the Constitution. The rights of each State, when not so yielded up, remain absolute."

"It is very true that a corporation can have no legal existence out of the boundaries of the sovereignty by which it is created. It exists only in contemplation of law, and by force of the law; and where the law ceases to operate, and is no longer obligatory, the corporation can have no existence. It must dwell in the place of its creation, and cannot migrate to another sovereignty."
Bank of Augusta v. Earle, 38 U.S. (13 Pet.) 519; 10 L.Ed. 274 (1839)

I allege that my corporation, being a legal creation of Delaware ('Delaware character'), can only function through the statutory language of its chartering sovereignty, which in this case is Delaware. It logically infers that if Delaware's language is silent on an issue, such corporate citizen is without authority on such issue, and the opposite being true also, where the language clearly imposes a duty or a requirement, such corporate citizen is bound by it.

If the above SCOTUS opinion holds true, then Alabama's statutory language explains what foreign corporations such as mine would have to comply with for a grant of authority within their jurisdiction. Therefore, when my Delaware corporate citizen leaves its domestic jurisdiction, a foreign accepting jurisdiction has to have statutory language authorizing it, or recognizing it if you will, within its jurisdiction and authorizing and directing such foreign corporate conduct within its jurisdiction otherwise my corporation CANNOT exist. It exists only through contemplation of law.

See Alabama Code Title 10 Chapter 2B Article 15 directing such foreign corporations conduct while operating within Alabama's sovereignty.

If i lose you at any point, let me know so we can clear it up ok?

[AndyK]

You still haven't shown any reason -- other than an unsubstantiated allegation -- how Deleware's definition with respect to a corporation's status overrides that of the federal government's definition with respect to its tax treatment.

In fact, you ignored a very good clue which you left for yourself "so far as they have parted with some of the attributes of sovereignty by the Constitution"

But. let's try a simpler approach: Occam's Razor. If your allegation were true, wouldn't a major Delaware corporation such as Du Pont (with its large legal staff) have discovered this long ago and taken advantage of it to escape federal taxation AND wouldn't the federal government; once aware of this loophole; have corrected it immediately?

Well, neither of these have happened. Draw your own conclusion.

[stija]

You still haven't shown any reason -- other than an unsubstantiated allegation -- how Deleware's definition with respect to a corporation's status overrides that of the federal government's definition with respect to its tax treatment.

I never alleged such a thing. I only alleged that under US laws, my hypothetical Delaware corporation will be a foreign corporation and feds will direct its conduct as such. No overriding takes place, that is my whole point. YOU are implying that United States can override Delaware's prohibition that its corporate citizen domesticate in United States - something clearly and explicitly prohibited in Title 8 Subchapter XVI Section 390 by Delaware's language.

In other words, I allege that when my corporation enters Alabama it functions within its sovereignty as a foreign corporation. Same is true within United States jurisdiction and United States law - as is the case with other 49 jurisdictions as well. You can check their Corporate Code if you do not believe me.

But. let's try a simpler approach: Occam's Razor. If your allegation were true, wouldn't a major Delaware corporation such as Du Pont (with its large legal staff) have discovered this long ago and taken advantage of it to escape federal taxation AND wouldn't the federal government; once aware of this loophole; have corrected it immediately?

BINGO!!! But they may not be able to escape ALL of the federal taxation, just that levied territorially, and all subject matter taxation would still apply. Also, remember that i alleged at the veeeeryyy beginning that Title 26 is contract law - thus geographical location, legal status, and residency have no relevance. One of your members also pointed out that a Tibetan monk can incur income and a liability on such income having NEVER SET FOOT on American soil.

You think it is a coincidence that more than half of Fortune 500 are incorporated in Delaware? Of everywhere in the world, like Nevada or Hong Kong, why Delaware?

I think you are onto something, the question is will you explore it and actually be willing to look at the evidence?

Now, what is confusing you about the "as far as they have parted with attributes of sovereignty in the US Constitution?" Do you not agree that states have surrendered or granted some of their sovereign powers to the US in the US Constitution? All that sentence says is that states are sovereign except insofar ceded in the US Constitution. There is absolutely no word in the US Constitution in re: corporations which is also why US corporations are either:
a) mostly chartered by District of Columbia, or
b) special Acts of Congress

...wouldn't the federal government; once aware of this loophole; have corrected it immediately?

It is not a loophole my friend but a direct result of our federal arrangement and constitutional American Jurisprudence. You think it is a loophole because you do not fully understand the jurisdictional implications of corporate citizenship (chartering sovereignty). To suggest that it is a loophole is to suggest that there are 52 loopholes, one in each jurisdiction.

And Congress cannot domesticate or "fix" what Delaware does not authorize its corporate citizens to do. That is the point of incorporating in Delaware. If Delaware creates something which BY DEFINITION cannot domesticate in United States, then US is out of luck. That does not mean that there are not provisions in TItle 26 that regulate foreign corporate conduct in relation to specific subject matters, and ESPECIALLY so within United States territorial jurisdiction - ie DC, territories and possessions, etc.

Are you inferring that Congress can legislate for foreign corporate citizens without a grant in the US Constitution on such matters and especially so when the chartering sovereignty would prohibit such conduct? This would be where you tell me where in the US Constitution such a grant would exist or be implied, and which Title and section of USC authorize and conduct the transfer of domestication from Delaware to United States of my corporation as any other legal jurisdiction does.

[AndyK]

You seem to be exceptionally selective in your reading of the Constitution:

1 - This Constitution, and the laws of the United States which shall be made in pursuance thereof; and all treaties made, or which shall be made, under the authority of the United States, shall be the supreme law of the land; and the judges in every state shall be bound thereby, anything in the Constitution or laws of any State to the contrary notwithstanding.

2 - The Congress shall have power to lay and collect taxes, duties, imposts and excises, to pay the debts and provide for the common defense and general welfare of the United States; but all duties, imposts and excises shall be uniform throughout the United States;

Thus your allegations ring hollow, especially when you provide absolutely no justification for your statement that 26USC is 'contract law'

And you might want to speak with someone who actually knows something about corporate law as to why Delaware is very attractive to corporate location. You will find it has nothing to do with taxation.

[LPC]

And you might want to speak with someone who actually knows something about corporate law as to why Delaware is very attractive to corporate location. You will find it has nothing to do with taxation.

It has nothing to do with *federal* taxation, but there are state income tax advantages to a Delaware corporation, because Delaware has no corporate income tax.

A common strategy of corporations with multi-state operations has been to form a Delaware subsidiary (or other affiliate) as a holding company for patents, trademarks, and other intangible property. The corporations with active business activities then make payments to the Delaware corporation that are deductible for the purposes of other state income taxes, while the Delaware corporation pays no state income tax.

[notorial dissent]

The other reason is that DE corporate laws are pretty much of the roll over and play dead variety as far as corporations are concerned, as they are actually, at least in my opinion, more than a bit hostile in regard to shareholder's rights, and very lax as far as corporate accountability. They also have what amounts to a dedicated court system just for corporations, which again, is actively hostile for plaintiffs. Corporate incorporation and domiciliary protection has become quite a cottage industry for a state that otherwise doesn't have lots of other revenue sources.