Or, Voting Rights via “Tax” Payments to a Ditch Company
In my research on corporate voting, I’ve been scouring the Laws of the State of Delaware for legislation that defines who has access to the suffrage. Today turned up a find that surprised me: something that may be the first instance of voting rights being extended to Black men and women, in a quasi-public circumstance, by the state government – and done by virtue of property ownership.
The circumstance is a short law, passed in 1853, that defines how landowners adjacent to a marsh should govern the management of that swamp, and a ditch dug to drain it. This is not quite local government – the “owners of lands on Wright’s Marsh” are, collectively, members of a private company (the “Wright’s Marsh Ditch Company”), not citizens of a municipal or county government, or constituents of an independent school district, other places where voting rights sometimes are more expansive than state or federal elections.
But neither is this association fully private. This law is not a corporate charter, and landowners did not need to actively “opt-in” by contributing equity (e.g. buying shares); rather, it’s an organization constituted by the legislature, and designed to oversee infrastructure and property rights – much like other local governments.
In this neither fully public nor fully private situation, we find “negro and mulatto owners” of marsh-adjacent property granted the right to vote on company matters – “by proxy,” by filing a written vote – along with other owners who are similarly treated as less-than-fully-competent by the law (infants and women):
And further said owners at any adjourned or occasional meeting, may do all such acts or things as may or might be done at a stated meeting, and at all the meetings of the said Wright’s Marsh Ditch Company, every white owner of lands within the Companies’ boundaries [Jamison’s Branch Company or Wright’s Marsh Ditch Company], or who pays a tax to said Company, and the guardian of every infant owner may vote ; and every female owner, and every owner residing out of Kent County, and negro and mulatto owners may vote by proxy constituted by a note in writing under their hand. … ”
This is notable because until Reconstruction, voting rights in Delaware were restricted to free white men by the state constitution. Further, in the 1850s free Black residents of Delaware faced an ever-increasing number of restrictions on their civic as well as political rights – they were barred from free travel, certain kinds of assembly, firearm ownership, etc. It was an oppressive net that grew tighter as the mid-century approached, and enslavers and their white allies grew more paranoid about the prospect of losing control over a subaltern population. Even after the Fifteenth Amendment was ratified nationally (though notably not by Delaware, until 1901), the franchise remained solely in the hands of white men until the early 20th-century, and hobbled by Jim Crow hurdles, like poll taxes (1).
So it’s surprising to see voting rights extended to Black folks, in any circumstance, however so minor. I’m not sure why it pops up here. Perhaps the legitimacy land-ownership bestowed trumped race in this case? Or maybe the legislators in Dover simply recognized, in this instance, the need to grant agency to the folks who would most likely be in charge of doing the ditch digging, and actually managing this Kent County marsh.
Whatever the case, in a land solidly defined by racial and gender exclusions from the suffrage, the unsteady ground of Wright’s Marsh offered a small exception – and perhaps the first one, ever, too.
1.) State Delaware Constitution (1831), Art. IV, Sec. 1. “All elections for governor, senators, representatives, sheriffs, and coroners shall be held on the second Tuesday of November, and be by ballot; and in such elections every free white male citizen of the age of twenty-two years or upwards, having resided in the State one year next before the election, and the last month thereof in the county where he offers to vote, and having within two years next before the election paid a county tax, which shall have been assessed at least six months before the election, shall enjoy the right of an elector…” [emphasis added]
See also: Amy M. Hiller, “The Disfranchisement of Delaware Negroes in the Late Nineteenth Century,” Delaware History 13, no. 2 (1968): 124–53.
I was interviewed by Ingrid Burrington for the latest episode of RIP Corp, your favorite business podcaster’s favorite business podcast. The episode gets into the history and current status of Delaware’s whole deal w/r/t corporations and asks: is the Delaware Way for Corporations dead?
“Generally, when people remember that Delaware exists it’s for two boring and embarrassing things: Joe Biden (who wasn’t even born there) and being where a lot of corporations are. Or is it where all the corporations were? Last year, there was a bit of a kerfuffle in Delaware over a potential exodus of corporations out of the state. The so-called “Dexit” appears to have been somewhat exaggerated, but it made the team here at RIP Corp want to dig a little deeper into the corporation capital of the United States: why is it like that? How does this tiny little state shape corporate law across the country? And how does it affect actual people who live in Delaware?”
It’s been a busy few months for corporate voting in Delaware. As late spring turned to summer heat, the practice emerged as a politically salient issue, attracting local, state, and national attention. In both the courtroom and Legislative Hall, Delawareans have been articulating their positions on it – doing so publicly for perhaps for the first time in the state’s history.
In the process, supporters of corporate voting have outlined a clear theory of local oligarchy. In this vision, the ownership of taxable real estate justifies rights to formal electoral power – and perhaps especially so if the property owner in question is a non-human business entity who cannot otherwise act locally (while thinking globally).
In a moment when rights claims based on residence and birthright are under sustained attack by fascists and their allies, Delaware’s defenders of corporate voting have reinvigorated an old idea for a new era. Like early modern republicans, they envision a world in which ownership of taxable property produces and justifies citizenship – at least at the level of government closest to the ground. Unlike their predecessors, though, Delaware’s apologists for corporate voting imagine artificial entities, the law’s golems, as equally worthy bearers of a municipality’s political rights as any flesh and blood burgher might be. Jus soli might be hanging on by a single SCOTUS vote – the plain text of the Fourteenth Amendment be damned – but for some in the First State, legitimate voting power springs from owning the soil, for human and entity alike.
For their part, opponents of corporate voting have not questioned the importance of property to power, but only averred that human beings, alone and individually, should access the ballot. They’ve avoided the question of whether wealth itself is sufficient justification for suffrage, and dodged bigger problem of non-resident (human) property-owner voting, which is widespread and popular in Delaware, and not entirely unheard of beyond the state. There are limits to Delaware’s institutional advocates for human-centered democracy.
This debate marks a new phase in Delaware’s self-understanding about the foundations of its local political economies, one in which the parties engaged in the contest, and the values at stake, are finally named. Too, with this controversy, the connections between the capillary oligarchy of local government and the better-known corporate domination of the state’s politics have emerged from obscurity – or perhaps they’ve been forged for the first time.
It’s an exciting time to be doing frustratingly difficult historical research!
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A lawsuit kicked off Delaware’s unprecedentedly public debate over corporate voting. In December 2025, the ACLU of Delaware sued the Town of Fenwick Island over the municipality’s practice of awarding votes to the “corporations, partnerships, trusts, and limited liability companies” that owned property there. The ACLU-DE argued that by allowing 214 non-human artificial entities to registered to vote – with no limit on more – the town “risks the dilution of votes cast by natural persons” and therefore was in violation of the Delaware Constitution’s guarantee of “free and equal” elections.
The ACLU-DE also tied corporate voting to the state’s better-known corporate franchise, and its status as the “Corporate Capital.” In a press release, the plaintiff’s attorney, Andrew Bernstein, noted that “[t]here are over 2 million artificial business entities incorporated in Delaware and only about 1 million people,” and in those circumstances “the people of Delaware risk having their voices drowned out when towns like Fenwick Island allow artificial entities to vote.”
In response to the suit, Fenwick Island Mayor Natalie Magdeburger offered a robust defense at a Town Council meeting. She insisted, pace the ACLU-DE’s insinuations of corporate influence, that “a great number of the artificial entities that vote in Fenwick Island elections are family trusts,” not corporations per se. But regardless of the type of artificial entity, she said the Town would defend their rights to political representation. “We think it’s important that everyone in town who pays taxes, who is subject to our ordinances whether they’re a business owner or not, have a right to a vote.” An entity’s compulsory monetary contributions to the local fisc, made on the basis of assessed real estate, was, in her view, the entry ticket to town government.
Perhaps fitting the unusual circumstances, Judge Karsnitz’s opinion was a curious one. After some throat-clearing featuring a wandering quotation from an obscure Luso-Luxembourger teacher of English, Judge Karsnitz explained his dismissal did not rest on any detailed scrutiny of newly-gathered facts.[1] Reasoning that because the Delaware General Assembly’s laws are presumed constitutional, challenges to Fenwick’s charter must meet a high burden to merit review – a burden he argued the ACLU-DE failed to meet, not least because the state did not just extend voting rights to corporations once, but several times, in different municipalities.[2] Then, going well beyond election law and constitutional provisions, Karsnitz argued that because the State of Delaware’s business law explicitly recognizes trusts, partnerships, LLCs, and corporations as “persons” in limited circumstances, their votes cannot be considered as diluting other persons’ votes.[3] He concluded by stating that while he “appreciate[s] that Plaintiff may disagree with Delaware’s policy of authorizing” corporate voting, the vision of “faceless large corporations or even HAL, controlling a small town” are “the stuff of science fiction” – and not a suitably adjudicable problem.[4]
The ACLU-DE has appealed the dismissal. In their press release following the decision, they noted that the judge’s ruling has “garned national attention” – one might also say outrage and bewilderment – and that many people had expressed concern about the precedent it would set. Responding to the ruling, Fenwick Island Mayor Natalie Magdeburger reiterated the Town’s position, and expanded her emphasis on the righteousness of the cause, stating that “[w]e firmly believe our voting system is just, fair and gives everyone a voice.” Every property owner paying taxes “should have a say in who represents them on our Town Council,” she explained. In the political arithmetic of corporate voting, property taxation to any amount is a moral liability that can only be balanced by representation, an asset that takes the form of one vote per entity.
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While this courtroom drama was playing out, the Delaware General Assembly was considering – and then passing – HB 430, legislation that would amend the state constitution to restrict voting in all Delaware elections to “natural persons,” and thereby end corporate voting. (Constitutional amendments in Delaware are enacted if they pass both houses of the legislature with a two thirds majority, in two successive sessions. The earliest this bill could become law is when the legislature meets next spring 2027).
According to its sponsor, House Majority Leader Rep. Kerri Evelyn Harris (D-Dover), the bill is not about “how municipalities govern themselves” but rather “who gets to decide who gets to choose their governments in the first place.” For Harris and the other cosponsors of the bill (all Democrats), “voting is a right that belongs to human beings,” not corporations. Anticipating pushback from local officials, Harris further noted that the state had undisputed power to issue these restrictions. The General Assembly, she informed a House committee, has never treated municipalities as “independent sovereigns”; their powers are defined by the charters that the state grants them. (Historically, state and federal governments share sovereign powers in the US; localities have no constitutional claims to “home rule.”)
HB 430 passed the Delaware House of Representatives on June 16, 2026 with the required two-thirds majority. The vote was bipartisan, but just: only one GOP representative voted for it. Though the Republican caucus opposed it, only one member spoke against the bill. Rep. Bryan Shupe (R-Milford) sought to put on the record that he and other “small business owners” who used LLCs were responsible, as human beings, for paying taxes, and that is why some municipalities have allowed – and still others seek to allow – “small business owners” to vote in municipal elections. For Shupe, voting rights in exchange for payments was simply a fair transaction, hallowed by long use. In response, Rep. Harris noted that tradition was no defense: “just because something is a longstanding practice does not mean that it should continue.”[5]
In these and later comments, Rep. Shupe attempted to draw a distinction between large corporations and mom-and-pop LLCs, while still leaving unexplained the justification for property earning a vote. “We don’t necessarily want the Fortune 500 having a say in elections here,” he told the Wilmington News Journal, “but homegrown businesses should.” (Why that should be the case, he left unstated).
Similarly, the mayor of Fenwick Island declared the HB 430 vote “a shame” and a “glaring example of the erosion of home rule.” “The ACLU has come in and painted Fenwick Island as a town that has been taken over by corporate entities,” Mayor Magdeburger told Coastal Point, but most of the artificial entities registered to vote in Fenwick were trusts, LLCs, or limited partnerships. While maintaining that critics concerns that “businesses are going to take over and dilute the vote” were unfounded, the mayor also complained that if made law, HB 430 would disenfranchise around 200 of the Town’s 900 registered voters (i.e. ~22% of the electorate).
On the last day of the legislative session, HB 430 passed the Senate on a strict party-line vote, with all Democrats voting in favor and all Republicans against, completing the first “leg” of the constitutional amendment process. Reportedly, Sen. Gerald Hocker, GOP minority leader – and the legislative sponsor of Fenwick’s 2008 charter that established the present regime – “vocally opposed” the bill.
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Corporate voting in Delaware is not the creation of world-dominanting oligarchs, nor is it a tool they use. Amazon.com, Inc. is not going to spoil the race for town council in Middletown by voting its warehouse holdings; JPMorgan Chase & Co. is unlikely to cast the deciding ballot for a beach-town mayor on the basis of repossessed mortgages. Rather, corporate voting in Delaware is a vehicle for granting those lesser grandees who own property – specifically, taxable real estate – extra political power because of their local, landed wealth.
As Rep. Shupe’s comments and Mayor Magdeburger’s statements make clear, for defenders of corporate voting in Delaware, there are distinctions to be drawn among artificial entities, but no disagreement over whether property creates citizenship rights for fictional people. In the courtroom, in the legislature, and in the public square, apologists for corporate voting imply that corporations are somehow different than other kinds of business entities – they are distant, faceless, perhaps malevolent – in contrast to LLCs, trusts, and limited partnerships.
This difference has little relationship to reality. While legally these entities are distinct in their governance and their means of assigning tax responsibilities, those structural differences do not determine their proximity to a human community or their degree of similarity to “natural persons.” An LLC can be a huge, opaque, and far-away abstraction, and a corporation can be a one-person operation familiar and friendly to all on Main Street. Neither of them are human beings.
It’s important to note here that Delaware’s critics of corporate voting have not attacked the practice of granting civil and political rights to individual human beings purely on the basis of their personal property ownership. The objection of HB 430’s sponsors and the ACLU-DE is to the type of person – artificial or natural – submitting a ballot, not the basis upon which they do so.
That’s notable because corporate voting is just one way for property-owning nonresidents to exercise control over places where they do not live. This may be part of the reason why it is so common in Sussex County, an area with valuable beach front property – owned, in many cases, by absentees, members of the “family trusts” that Fenwick’s mayor has been fond of invoking (with emphasis on “family”).
In granting property owners more power than mere mortal persons, corporate voting echoes anti-democratic mechanisms from earlier eras of American history. Like the U.S. Constitution’s 3/5ths clause (granting enslavers more representation on the basis of their human property) or Jim Crow Delaware’s poll taxes (which limited the vote to taxpayers, stealing suffrage from the poor), corporate voting is yet one more way those with more money get a louder voice in public affairs.
Whether artificial entities get to keep that register for their influence is an open question now in a way it was not before, a salutary development for all fans of democracy. Still, that landed wealth remains unquestioned as a source of citizenship, even amid this change – and perhaps may emerge stronger as a unifying principle across parties and activist groups – should raise some red flags.
[2] Worthy magistrate Karsnitz only mentions the 2008 Fenwick charter in his decision. Am. Civ. Lib. Union of Del. v. Town of Fenwick Island, Del. Super., C.A. No. S25C-12-003, Karsnitz, R.J. (May 26, 2026)(ORDER), p.6; see pp. 8-12 for wider consideration on charters.
[4] If you’re wondering if this sober jurist used the opportunity of his own dated reference to insert a superfluous citation to a famous film, why yes, yes he did. Am. Civ. Lib. Union of Del. v. Town of Fenwick Island, Del. Super., C.A. No. S25C-12-003, Karsnitz, R.J. (May 26, 2026)(ORDER), p. 19
[5] Delaware House of Representatives, 153rd General Assembly, Legislative Session 2, 36th Legislative Day, June 16, 2026, 7:29pm-7:39pm.
Or, Some Early Investigations into the History of Delaware’s Revenues, with Particular Attention to Corporate Franchise Fees
Value of the Franchise – Research Note #1
Today, many Delawareans (and esp. state politicians) consider maintaining the state’s dominance in corporate registrations to be one of the government’s most urgent tasks. Having an outsized number of outside companies domiciled in the First State supplies a hefty portion of state revenues – $1.3 billion in franchise fees alone in 2025, nearly 20% of total revenues for that year.
Delaware’s dependency on outside businesses for government funding makes the state unique – and perhaps uniquely corrupt, too – but the situation also raises some urgent historical questions. Namely: how long has this been going on?
To hear Delaware’s current judicial, legislative, and executive officials tell it, Delaware’s current situation is of ancient standing, defining its political economy since at least 1911, when New Jersey supposedly “lost” the registration game, or perhaps even 1899, when Delaware changed its corporate law to attract more fee-paying registrants.
But I’m a historian; a lot of water has passed under the bridge in 127 years, particularly when it comes to how American states organize and pay for themselves. Is the common wisdom of Delaware today true? Has the Small Wonder really had its political economy stuck in amber for more than a century?
To find out, I went looking for data that could help put Delaware’s current, desperate efforts to maintain it’s corporate franchise in context. And I found some!1 And now I’ve got information on Delaware state revenues, 1880-2024, from two series (see note on sources, below, for details).
What follows is a first pass look on patterns that jump out, illustrated with some ugly graphs (because I don’t know yet how to make nice ones).
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First: the fiscal resources captured by Delaware’s state government through taxation have dramatically increased since WWII, with an especially steep rise since the turn of the 21st century. This graph illustrates some of that change.
Second: Delaware’s revenue mix changed dramatically in the 1910s. Prior to WWI, the state’s overall revenues were quite small, and business and occupational license fees accounted for a clear majority of them (that is: things like barber’s licenses). The introduction of corporate franchise fees in 1899 changed that – but only after war kicked off in Europe did the franchise start kicking in more than official permissions to give haircuts. These growing franchise revenues were additive: other revenue sources did not disappear, but instead combined to grow the entire pie – which rose still higher starting in 1919 with the introduction of personal income taxes and hikes in the inheritance tax.
Third: Postwar, individual income tax revenues routinely outpaced the total dollar contributions of the corporate franchise and its percentage of total revenues. That’s the “normal” of modern Delaware: for 70 out of 75 years covered by this data (1950-2024), income taxes contribute more to state revenues than the corporate franchise – and usually 2-3X more.
That gap is large in the immediate postwar decades, but starts to narrow steadily in the 1990s – and 2015, the corporate franchise’s contributions briefly outpace individual income taxes again. The current status quo, where the franchise is as important, or nearly so, as personal income taxes dates from the post-2008 crisis era, aka the Markell administration
So how long has the State of Delaware been dependent on the corporate franchise? It depends. The franchise has contributed substantively to state revenues since its inception, and, at times, provided the a clear majority of fiscal resources. Too, the growth of the corporate franchise tracks closely with the expansion of the state government of Delaware – insofar as our little backward province has a modern fiscal apparatus, it’s origins and development are coincident with the franchise.
But! The current status quo, where corporate franchise fees account for a third of total tax receipts is a relatively new circumstance. That is: the state’s deep dependency on oligarchs’ whims is younger than Zoom, more recent than the MCU – more youthful, even, than my undergraduate students. Which suggests that it’s something that could be unwound, or at least altered – if Delaware politicians wanted to expose themselves, and residents of the state, to less extreme exploitation from the richest of the rich.
—— Header image source:“State of Delaware: Where the 1940 State Dollar Came From,” Annual Report of the Delaware State Tax Commissioner, 1939-1940 (Dover, DE), p. 26.
A Note on Sources:
I drew on two sets of sources to compile a dataset on Delaware state revenues from 1880-2024.
These printed reports are idiosyncratic: their contents depend, in large part, on the whims of the State Tax Commissioner. I drew from two specific reports that featured an especially detailed series of historical data on tax receipts, 1880-1950: 1930-940, pp. 34-35 and 1950, pp. 18-19. While later reports are extant – even digitized through to 1970 – they tend to report annual data only, and not longer historical series.
Though it draws on state officials for data, the Census Bureau organized that data slightly differently, using standard categories rather than state-specific terms. (What in the Delaware State Tax Commissioner’s hands is often denoted as “Corporate Franchise” revenues are in the STC described as “Corporate Licenses.”) Though the STC includes a few scattered datapoints for the 1940s, the records run in series only from 1950 to 2024.
Neither of these series provided data on other state revenues that derive from corporate registrations, like escheatment; that’s a significant blind spot, as some of these have paid out hundreds of millions into the state treasury in recent years.
While this dataset is extremely detailed, and includes many different details on the specific funds revenues feed into, as well as categories, divisions, and departments, it goes back only to 2017 – a few years after one of the major shifts in the importance of the franchise to state revenues, overall.
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Well, eventually I did, in print sources and online datasets. That was after I visited the Delaware Public Archives to try and locate historical tax records – an effort proved to be a waste of time because the State of Delaware does an awful job when it comes to recording and archiving its past revenues, either in their original format or even the annual aggregate reports. (When it comes to government reports, most executive department records are organized by Governor, and held in that officials’ personal papers – and mixed together willy-nilly with all kinds of other material, like dinner invitations, like the state is some kind of medieval kingdom.) It may be these records exist in more or discoverable or usable form, but I’ll be damned if I could figure out where they are. ↩︎
Earlier this month, I published a piece in a local Delaware outlet, outlining what I think is coming down the pike to Dover in the next legislative session.
When they meet again in Dover this session, Delaware’s legislators face a real problem. Decades of dependence on corporate franchise revenues have accustomed the state, and its voters, to government on the cheap; and in an economy already primed for recession, that’s dangerous. Worse, state leaders’ history of servility has undermined their ability to resist oligarchs’ demands. As former Weinberg Center Director Charles Elson has observed, SB 21 demonstrated that spending a little money will let you “overturn a Delaware court decision” – and between that legislation, and the Delaware Supreme Court’s subsequent Musk-friendly judgement, the state’s claims to offer balanced law or objective expertise have been revealed to be merely marketing. So why would any robber baron consider Delaware’s government anything but a kept pet?
In that light, it seems clear that the question for the coming General Assembly session is notwhether Delaware legislators will bend to meet the will of outside oligarchs, but how far – and what else will break, as a result, when they do.
![And further said owners at any adjourned or occasional meeting, may do all such acts or things as may or might be done at a stated meeting, and at all the meetings of the said Wright’s Marsh Ditch Company, every white owner of lands within the Companies’ boundaries [Jamison’s Branch Company or Wright’s Marsh Ditch Company], or who pays a tax to said Company, and the guardian of every infant owner may vote ; and every female owner, and 11 Del. Laws, c. 116, “An ACT for the benefit of the owners of lands on Wright’s Marsh in Kent County,” March 3, 1853, 115: "And further said owners at any adjourned or occasional meeting, may do all such acts or things as may or might be done at a stated meeting, and at all the meetings of the said Wright’s Marsh Ditch Company, every white owner of lands within the Companies’ boundaries [Jamison’s Branch Company or Wright’s Marsh Ditch Company], or who pays a tax to said Company, and the guardian of every infant owner may vote ; and every female owner, and every owner residing out of Kent County, and negro and mulatto owners may vote by proxy constituted by a note in writing under their hand."](https://daelnorwood.com/wp-content/uploads/2026/07/screenshot-2026-07-08-at-4.48.49-pm.png?w=734)
Dael A. Norwood 