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.
Fenwick Island, as a modern community, was born a Delaware chartered corporation – which perhaps explains the municipality’s current attachment to corporate voting.
Today, the Town of Fenwick Island is (in)famous for being among the handful of Delaware municipalities that allows corporations to vote in local elections.[1] Like other towns that enfranchise fictional persons, Fenwick awards voting rights on the basis of residency and property ownership. The tiny beach settlement (year round pop. < 400) does put some limits on the corporate vote: since 2008, Fenwick’s charter has insisted on a “one-person/entity, one vote” principle, so property owners cannot double dip, voting as both individuals and as the entities they control; nor can they vote multiple times based on the number of parcels they (or the entity) own.[2]
Still, the political community that defines this narrow spit of land is firmly committed to oligarchy. Not only are non-resident property owners enfranchised, they can – and frequently do – make up a majority of the town council: only three of its seven members have to be full-time human residents.[3]
Recently, Fenwick was in the news for more than its generic lighthouse. In December 2025, the ACLU Delaware sued Fenwick in state court for violating the Delaware Constitution’s guarantee of “free and equal” elections conducted on the principle of “one person, one vote.” [4] The case is pending, though Fenwick Mayor Natalie Magdeburger told a reporter that it is “[o]ur belief is that everyone who pays taxes and is subject to our ordinances should have a vote” – including within “everyone,” the artificial entities commonly used to manage property. [5]
But how did this one-lane sea shore village become a rentiers’ redoubt? And when did it decide to shift from human rule to government for and by artificial entities? The legal history of this sandy spit on the Mason-Dixon line reveals the surprisingly recent roots of corporate voting, as an active practice – but also Delaware’s long tradition of privileging property over people.
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Fenwick Island began its life as a distinct Delawarean community as an insider real estate speculation. In 1893, John H. Layton, Clerk of the Delaware House, bought out the owners of the barrier island that overlapped the Delaware-Maryland border, commonly known, if vaguely, as “Fenwick Island.”[6] Layton appears to have been the front man for a consortium of moneyed Delaware speculators, including legislators and industrialists, who quickly won two corporate charters to develop and manage the property.
The first, the Fenwick Island Company, was a real estate firm dedicated to managing “the business of purchasing, selling, holding, improving and managing real estate and island property.” The state granted it a $50,000 capitalization, extendable to $300,000, and the right to construct a railroad. (NB: unlike corporations under current Delaware law, the Fenwick Island Company’s founding document guaranteed shareholders’ democratic governance rights: all bylaws had to be decided by stockholders, and at all stockholder meetings, “all questions shall be decided by decided by a majority of votes case…each share of stock being entitled to one vote.” No question about rights to make proposals then, though later corporate advocates committing acts of law office history have offered alternate facts.)
The second was the Fenwick Island Gunning Club. Though Fenwick’s dunes and marshes were reportedly good territory for goose and duck shoots, its charter was silent on “gunning” (hunting) – but it did declare the corporation’s purpose as to provide for the “social intercourse and mutual improvement of its members.” (It’s founding members were the same as the real estate company.) [7]
Despite Layton’s string-pulling in Dover to acquire land and investment vehicles, not much came of the effort. Fenwick land sales didn’t boom, and neither a hunting resort nor a railroad was built. But in the decades following, Fenwick Island did become something of a cheap vacation spot, the site of regular evangelical camp-meetings, where vactioners enjoyed shore stays in rustic lean-tos and squat cottages [8]. After the state built a new road in the 1930s, cottagers petitioned for the right to purchase titles to the lots they leased – which they gained in 1942, after a legal battle over property rights between the state and the various “real estate men” resolved in the state’s favor.[9]
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By 1953, the growth of Ocean City, Maryland next door, and the advent of better roads and more secure land titles, appears to have made Fenwick popular enough to lead property owners to petition the General Assembly for a charter, which duly passed into law without attracting comment. As with the corporation that preceded it, the town was to be run for and by property. Its government, a town council, was a body whose membership could only be composed of freeholders; those town councilors would be voted in by an electorate composed of “male or female” persons, twenty-one or over, who qualified for the franchise by being “freeholders,” either themselves or by marriage. Notably, while the original Fenwick Island town charter explicitly recognized that persons, partnerships, and corporations could be assessed taxes, implicitly it reserved voting rights for “persons” with qualities of gender and age – that is, human beings. [10]
Unusually for Delaware municipalities, the Town of Fenwick Island has never revised its charter wholesale, but only amended it – making it more difficult to track when corporate voting arose. The first evidence of the practice in state law appears in 1965, when the town charter was amended to allow the authorities to issue infastructure bonds. As with other municipalities, this new capacity for extending municipal credit came with new oversight: special hearings to propose and discuss the borrowing, and a special election to obtain voters’ approval. These special bond elections expanded the electorate to corporations, explicitly, and tilted power toward wealth: “every owner of property, whether individual, partnership or corporation” could vote, and they “shall have one vote for every dollar” paid in tax. Voting could be in person “or by proxy.” In other words: a few months before the US Congress would pass the Voting Rights Act to ensure all Americans could participate in elections equally, the Town of Fenwick Island in still-segregated Delaware extended new voting rights only to propertied fictional persons. [11]
Universal human suffrage did not reach Fenwick Island until after man had visited the moon and disco conquered the dance floor. In 1979, a charter amendment lowered the voting age to eighteen, and specified that all humans residents in town on election day were “entitled to vote.”[12]
This new regime was not without its complications, however. In 1981, Fenwick’s police chief, James L. Cartwright, was disqualified as a candidate for a town council race because he did not own a sufficiently decisive property interest. A non-resident, Cartwright had thought himself qualified, because he owned a minority stake in a corporation that owned real estate in town: 20/400 shares in the Sussex Sands Inc., a corporation that owned and operated the Sands Motel. Citing an unpublished “municipal policy” that granted only majority stockholders of property-owning corporations the right to run for office, the town council rejected Cartwright’s bid for candidacy – and he found a lawyer to contest the rejection. His attorney, Robert C. Wolhar, discovered that “at least three of the current councilmen” in Fenwick were similarly deficient – owning only a minority share of the same motel corporation. A town council thusly improperly constituted, Wolhar alleged, could not govern legally, and thus “all the ordinances and police arrests made in the small seaside town may be illegal because some of the commissioners … were seated illegally.” [13]
The Delaware Department of Justice, following its characteristic approach to white collar law enforcement, declined to pursue the matter. The next Fenwick election – with a high turnout of 400 – swept in a slate of fully qualified candidates, seemingly resolving the immediate issue.[14] Following this dispute, Fenwick amended it’s charter several times in the early 1980s, using increasingly convoluted language to define qualifications for voters and candidates for office. In 1986, it settled on the exclusion of “freeholders” who “who claim title to real property by virtue of their ownership rights in a limited partnership, a corporation, or other fictitious name association, or in special circumstances, where an organization is formed for the apparent or express purpose of taking title to property principally to acquire the right to vote, or a person or persons who claim title to less than 50 percent of the real property which is owned jointly with a corporation, limited partnership, or fictitious name organization.”[15] How the town council was to discern the “apparent or express” purpose of a corporation was not specified.
Sidebar: Sussex Sands, Inc., the corporation that owned the Sands Motel and in which Cartwright and several town councilmen owned minority shares, remains a going concern. John Caldwell, the owner and operator of the motel (and failed town council candidate himself) died in 1982, but his widow remains listed as the registered agent for the corporation, at the motel's original address (a comparison of a 2012 Google Street View image and a 1979 postcard featuring the motel reveal the property to be the same). In 2020 the motel was remodeled and renamed, and is now branded as an upscale Hilton property, “Fenwick Shores.”[16]
The latest major change with regard to corporate voting in Fenwick Island was made by amendment in 2008. In a sweeping revision of the charter’s voter qualification section, the amendment inserted a by-then increasingly common (in Delaware) “one-person/entity, one vote,” provision, limiting both natural persons and artificial entities to one vote, total, no matter how many parcels of property they owned. It also specified more clearly the documentation needed for corporations (a notarized power of attorney designating a proxy voter; corporations still need humans to take action).
In keeping with twenty-first century Delawarean practice, the provision of corporate voting went unremarked in public discussions of the amendment process. The town manager, Anthony Carson, justified the revision only in terms of needing to increase the town’s “outdated” credit limit, raise funds sufficient to build a new “public safety building.” At least in news reports, the “one person/entity” rule – or corporate voting, more generally – did not warrant a mention. [17] A 2018 charter amendment increased the burden on human voters – requiring more identification to establish residency – but left procedures for corporate voters unchanged. [18]
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Human democracy – government for the people, by the people – has never taken firm root in the sandy soils of Fenwick Island. A land imagined speculatively from its first legal organization, property has always called the shots there. Controversy over governing power, when it has occurred, has been over how much control a given person (natural or legally fictitious) has over real estate title – not whether people matter more than property.
Fenwick Island, then, mirrors in some ways Delaware’s increasingly unambiguous preference for corporate controllers over community stakeholders. Whether it’s taxes at the beach, or plaintiffs at the bar, the state’s governing institutions seem to incline to consolidated power over any other available option. It remains to be seen how this system will weather the strong storms we know are coming.
[1] Corporations and other artificial entities, including “partnerships, trusts, and limited liability companies” – provided they are domiciled in the state, and own property in the town. Charter of Fenwick Island, Sec. 9(A)(2), State of Delaware, accessed January 20, 2026, https://charters.delaware.gov/fenwickisland.shtml
[6] The newspaper reporting on Layton’s purchase is somewhat contradictory, but it appears he gained title to the island by buying out two members of the Gum family, Dr. F. M. Gum and William A. Gum, for a total of $6,750, in separate transactions. Layton’s purchase was covered in an amused tone by otherwise bored legislative reporters, who noted his enthusiasm for the property and its possibilities for duck hunting and sheep herding . “Bought Fenwick Island,” Morning News, April 10, 1893, p. 4; “Legislative notes,”Every Evening, April 18, 1893, p.1; “They Own the Whole Island,”Evening Journal, April 28, 1893, p.5; “Clerk Layton’s Purchase,”Every Evening, April 28, 1893, p.1.
There were earlier Delaware corporations with “Fenwick Island” in their names, but these appear to have been aimed at improving water infrastructure – ditch digging. See 14 Del. Laws, c. 149 (1871), “An Act to Incorporate the Fenwick’s Island Improvement Company,” March 15, 1871, pp. 217-220; 18 Del. Laws, c. 375 (1887), “An Act to Incorporate the Fenwick’s Island Beach Company,” April 14, 1887.
19 Del. Laws, c. 982 (1893), “An Act to incorporate the Fenwick Island Gunning Club,” April 24, 1893; 19 Del. Laws, c. 722 (1893), “An Act to incorporate the Fenwick Island Company,” April 25, 1893 pp. 972- 975. (On shareholder rights, see 19 Del. Laws, c. 722 (1893), p. 973-74.)
[10] “Other New Bills,”The Morning News, March 27, 1953, p.10; “Other Bills Passed,”Morning News, July 2, 1953, 40; 49 Del. Laws, c. 302 (1953), “An Act to Incorporate the Town of Fenwick Island, Delaware,” July 8, 1953, pp. 602-23 (on voter qualifications, see p.606, on taxes, p. 612).
In 1962, a Washington DC paper reporting on Fenwick’s amenities for vacationers – including a beach that coughed up silver dollars – noted that “the council is elected by everyone registered on the property tax rolls.” See: Janet Koltun, “Money Banks Deposits Dwindle but Fun Rises,”Evening Star (Washington, DC), Aug. 5, 1962, C-6
[11] 55 Del. Laws, c. 89 (1965), “An Act to Amend Chapter 302 … ‘ An Act to Incorporate the Town of Fenwick Island, Delaware’ By Authorizing the Borrowing of Money and Issuing Bonds Therefore…,” (May 27, 1965), pp. 360-62.
For a while now on social media (Bluesky, mainly), I’ve taken to making short threads about the ways that Delaware’s corporate franchise hooks into the headlines about the (alleged) crimes, frauds, and scams that fill our daily feeds.
My tag for this bit – the title of this post – is an overly-wordy riff on an oft-paraphrased line from Balzac’s 1835 novel, Le Père Goriot: “Behind every great fortune is a great crime.”
Balzac’s actual language is a bit different. For one, it’s more clearly coming from the perspective of a scheming character, Vautrin:
“Le secret des grandes fortunes sans cause apparente est un crime oublié, parce qu’il a été proprement fait.” ~Honoré de Balzac, Le Père Goriot (Paris: Calmann-Lévy, 1875), p. 137
“The secret of a great success for which you are at a loss to account is a crime that has never been found out, because it was properly executed.” ~ Honoré de Balzac, Old Goriot / Le Père Goriot, trans. Ellen Marriage, with George Saintsbury (London:J.M. Dent , 1896), p. 124
Balzac’s venturesome villain is an operator. In context of the novel, he isn’t simply offering us a read on the world’s decadence. He’s explaining to the protagonist (whom he is trying to recruit) that white collar crime kills no less surely than basic assaults do – but you can get away with it, because the law is such that “properly executed” crimes go unpunished.
(Six decades later, another French novelist, Anatole France, would offer a similarly cynical bon mot. But instead putting in the voice of the villain, France puts the sentiment in an animated monologue delivered by anarchist mystic character, the slightly comic Choulette:
“Cela consiste pour les pauvres à soutenir et à conserver les riches dans leur puissance et leur oisiveté. Ils y doivent travailler devant la majestueuse égalité des lois, qui interdit au riche comme au pauvre de coucher sous les ponts, de mendier dans les rues et de voler du pain.”
“For the poor it consists in supporting and maintaining the rich in their power and their idleness. At this task they must labour in the face of the majestic equality of the laws, which forbid rich and poor alike to sleep under bridges, to beg in the streets, and to steal their bread.”
Anatole France, Le Lys Rouge (Paris: Calmann-Lévy, 1894) p.118 / France, The Red Lily, tras. Winifred Stephens (New York, Dodd, Mead and Company, 1925), p. 91.
Such is the softening effect of time, I suppose. The once-powerful villain becomes a harmless eccentric.)
In my series-slash-recurring-bit, I’ve taken upon myself the small task of making connections between the various moral, social, or actually legal offenses that crest to notice in the waves of the news cycle, and the various tools that Delaware’s lawmakers, jurists, and advocates have put at the public’s disposal (and especially the publicly rich and powerful). These links are usually manifest Division of Corporations business entity search results – bare bones listings anyone can pull – but sometimes more verbose sources, like SEC filings. (Some of data is replicated elsewhere, with a small lag – notably at Open Corporates).
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That’s all too much introduction to the (alleged) crime I dug into today, a new (alleged) bribery platform being set up by the President of the United States’s family under the corporate name “ALT5 Sigma Corporation.”
“World Liberty Financial, the cryptocurrency start-up founded last year by the Trump family, announced on Monday that a publicly traded technology firm would begin buying large quantities of its signature digital coin.
The firm, a little-known tech company called ALT5 Sigma, is planning to sell $1.5 billion worth of shares, using the proceeds to buy $WLFI, a cryptocurrency created by World Liberty, the announcement said.
Similar initiatives have become wildly popular in the crypto world this year, after the success of Strategy, a public tech company formerly known as MicroStrategy that has built a Bitcoin stockpile worth billions of dollars. Strategy’s stock price has soared in sync with the price of Bitcoin, which has set a series of record highs in recent months.
As part of the deal, World Liberty will receive shares in ALT5, according to securities filings, in return for $750 million worth of $WLFI coins. Eric Trump, the president’s middle son, will join ALT5’s board, and Zach Witkoff, a World Liberty founder and the son of President Trump’s Middle East adviser, will serve as chairman of the board.”
ALT5 started life in 1983 as a Minneapolis household appliance retailer & recycler. In 2018 it reincorporated in NV, then “broadened its business perspectives,” going into biotech, buying & merging w/ JanOne Inc., researching “non-opioid painkillers” made out of sodium nitrite.
(FYI, the 10-K this company filed for 2019 is truly a WILD ride. Other filings indicate that while the company has historic roots in Minnesota and a present presence in Las Vegas, Nevada, it also has had ties to New York, Delaware, and Ontario and Quebec. Reading quickly, it seems like the company’s SEC filings started to be sparse and chronically late in the 2000s. It seems like the original appliance retailing and recycling company – Appliance Recycling Centers of America Inc. – started faltering, and that sputtering is what led to the move to Nevada, and a concomitant shift in core business model from safe appliance disposal to more … imaginative assets.)
The Delaware connection to the latest Trump bribery deal came more recently. In May 2024, JanOne acquired ALT5 Sigma, Inc., a DE fintech corporation (file no. 6782648) founded in 2018 and operated out of a Lexington Avenue, New York address. After the acquisition, JanOne merged the DE corp into the Nevada entity, and then renamed the parent company to ALT5 Sigma Corporation. (JanOne Inc. then became the name of a subsidiary).
ALT5 Sigma, Inc. remains integrated into ALT5 Sigma Corporation’s rat’s nest of subsidiaries and holding companies in a manner so obscure the image of their org chart they include in their SEC filings is blurry as bigfoot. (Unlike the pictures of mouse surgeries, also included in the 10-K, high are all-too-crisp).
Yes, it’s that blurry in the original. Yes, that’s on the nose.
So, to recap: a Minnesota appliance recycling company hit hard times in the 2010s, moved to Nevada to become a vehicle for biopharmaceutical investments, and then pivoted again in 2018, buying a Delaware corporation and adopting its name (but not its domicile) to become a crypto trading platform. And then this week, the extended Trump family took out a controlling stake in that crypto firm. Trump et al. managed the simultaneous takeover and bribe through their memecoin vehicle, World Liberty Financial, Inc. (also DE-registered) – and they seem to be interested in using ALT5 as a platform to provide themselves a percentage on their own bribes, by charging a vig on sales of their own cryptocurrency.
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To further tie some threads together:
In the 8-K ALT5 filed Aug 11th, ALT5 announced they’re swapping their shares to World Liberty Financial in exchange for $750m in $WLFI coins. It’s in some ways a standard “equity for assets” swap – though the assets in this question are presidential bribery tokens.
In that same filing, ALT 5 notes the exchanged shares “will not be, and are not, registered under the Securities Act of 1933” – because the deal falls under the “accredited investor” exemption.
No registration, no disclosures needed in this $750m deal involving POTUS.
the highlighted portion is where the magic happens.
Untangling this kind of mess, and making all the connections clearer, is the justification for the bit. It also illustrates how and why I insist that Delaware law and Delaware lawmakers are often directly implicated in the vast corruption that’s turned the US into an autocracy. Neither POTUS nor his family would be able to sell their office this way – or plan to sell even more – without the First State’s say-so.
Or, The Road to Hell is Paved With Private Offerings
Bipartisan Comity
I have a brief opinion piece in the Bay to Bay News today, that puts a new, bad bill in historical context – and explains why I think it will harm a lot of people.
Here’s a teaser:
It’s 2025: Do you feel like you aren’t getting scammed enough? Are you tired of not being cheated, ripped off and defrauded? Probably not. We’re drowning in spam calls, phishing emails and junk mail, all pitching shady deals. It seems like we’re under constant siege by an army of con artists — and they’re winning.
Most people would prefer that government stop these financial predators — not lead more wolves to the door.
Unfortunately, Congress has taken the side of the wolves. Led by Rep. Sarah McBride, D-Del., the House of Representatives just unanimously passed the Equal Opportunity for All Investors Act of 2025. The bill smashes down guardrails that, for almost a century, kept Wall Street sharpers from picking the pockets of regular people. Together with the Trump administration’s rush to eradicate limits on private equity’s access to your retirement savings, this legislation sets the stage for a new financial crisis.
Or, a New Deal Democrat describes a Delaware Senator as … unbought?
Sen. John G. Townsend, Jr., of Delaware. Apparently not fully owned by corporate interests!
In the course of researching the political history of the Securities Act of 1933, I encountered a rather surprising description of a Delaware politician. In 1959, “Dean” James M. Landis, one of the aides primarily responsible for drafting the bill and shepherding it through Congress, published a close account of his experience getting this critical New Deal legislation off the drawing board and into the law books.
His article is a brief but quite detailed play-by-play of the political process – an Aaron Sorkin narrative, but with substance – and includes a number of deft character sketches of the various politicos and operators he dealt with as he hustled the most important federal financial regulation ever written over the finish line.
At the moment of high drama of his narrative (the House-Senate bill reconciliation conference meetings) he characterizes Senator John G. Townsend, Jr. (R-DE) this way:
“The tenseness of the first day’s session became relieved as [Rep. Sam] Rayburn made it plain that any suggestion of any Senator would receive the most careful consideration. A goodly number of suggestions came from Senator Townsend of Delaware, a Republican, who was in close touch with the financial world but who under no circumstances would take their suggestions as commands or as ideas to hold on to in the face of a compelling argument to the contrary.” [emphasis mine]
~James M. Landis, “Legislative History of the Securities Act of 1933,” George Washington Law Review 28, no. 1 (1959): 45-46
FDR’s man on the ground, a Felix Frankfurter student and Louis Brandeis protégé, a future chair of the SEC, Landis was impressed with how uncorrupted a Delaware Senator was by corporate financiers. As far as I know, that makes Townsend the first – and perhaps only – senator thusly described (certainly that differentiates him from other Delaware (state) senators who share his name…)
Dael A. Norwood 