Delaware and British

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  1. Delaware keeps its corporate law up to date. Its General Corporate Law is excellent – it gets a lot of attention from lawyers, from judges and from academics. The Delaware legislature pays a great deal of attention to what people are saying about it. The legislature amends it quickly when a consensus develops that something new is needed.
  2. Delaware has a first-rate court that handles corporate law issues, the Court of Chancery. The judges on this court are among the best in the United States, there are no juries and the court works quickly.
  3. Delaware has built an economy around this work and, as a result, has persuaded people to invest heavily in becoming experts in Delaware corporate law – there are professionals in every area you need them in working in Delaware so that there is the critical mass of highly-skilled corporate lawyers, accountants etc who handle Delaware corporate business. Moreover, there are many people outside Delaware – lawyers in New York and Chicago – who are also expert in Delaware corporate law.


John Kay and Mervyn King described British tax law in the late 1970s in The British Tax System: “No one would design such a system on purpose and nobody did. Only a historical explanation of how it came about can be offered as a justification.

This is not a justification, but a demonstration of how seemingly individually rational decisions can have absurd effects in aggregate.”

Martin Daunton’s masterful history of British taxation between 1914 and 1979, Just Taxes, describes those same laws as “a palimpsest written in different languages”, having “a lack of coherence and consensus”.