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Delaware General Corporation Law

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**Historical Background and Legal Framework**:
– Delaware’s adoption of a general incorporation act in 1899 to attract businesses.
– Transition from requiring special legislative acts to general incorporation for forming corporations.
– Influence of New Jersey’s laws on Delaware’s corporate-friendly legal environment.
– Establishment of Delaware as a corporate haven in the early 20th century.
– Delaware’s well-developed case law and the Court of Chancery for resolving corporate disputes.
– Lack of restrictions on the number of directors and officers for for-profit corporations under Delaware law.

**Taxation and Revenue Generation**:
– Delaware’s lack of income tax on out-of-state corporations.
– Imposition of franchise taxes and aggressive taxes on banks in Delaware.
– Revenue generation through abandoned and unclaimed property laws.
– Franchise taxes contributing significantly to Delaware’s state revenue.

**Legislative Updates and Securities Law**:
– 2013 amendments to the Delaware General Corporation Law.
– Ratification of defective corporate acts amendment in 2014.
– Upholding of provisions allowing companies to require Securities Act of 1933 claims to be filed in federal court.
– DGCL 203 as an antitakeover law.

**Corporate Governance and Influence of Delaware Law**:
– Role of the board of directors as the primary governing body for Delaware corporations.
– Flexibility in corporate structuring and shareholder protection under Delaware law.
– Guidelines for corporate governance, legal compliance, and accountability.
– Attraction of numerous corporations to Delaware due to favorable laws.

**Economic Impact and Legal Developments**:
– Economic benefits of Delaware’s corporate laws, including revenue generation, job creation, and business growth.
– Regular legal amendments to adapt to the changing business landscape.
– Validation of Federal Forum Provisions by the Delaware Supreme Court.
– Alignment with federal regulations and enhancement of corporate governance practices.
– Resources and references for information on Delaware corporate laws.

The Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code) is the statute of the Delaware Code that governs corporate law in the U.S. state of Delaware. The statute was adopted in 1899. Since then, Delaware has become the most prevalent jurisdiction in United States corporate law. Delaware is considered a corporate haven because of its business-friendly corporate laws compared to most other U.S. states. 66% of the Fortune 500, including Walmart and Apple (two of the world's largest companies by revenue) are incorporated (and therefore have their domiciles for service of process purposes) in the state. Over half of all publicly traded corporations listed in the New York Stock Exchange (including its owner, Intercontinental Exchange) are incorporated in Delaware.

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