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, Is Delaware’s Depravity Literally Unthinkable?
Corporate Voters Project – Research Note #6
The more I dig into Delaware’s law and politics, the more apparent it becomes that lawyers and judges from outside of the state cannot bring themselves to imagine – much less acknowledge – the depth of state’s commitment to servicing corporations. The devotion of Delaware’s political class (past and present) to wealthy corporations, over and above any kind of public good so far defies the expectations of strangers – even well-informed ones – that it blinds them to the state’s fundamental features. [1]
A pair examples from the last week’s reading can illustrate the point.
First, an excerpt from Maurice Wormser’s book Disregard of the Corporate Fiction, originally published in 1927. Wormser was a renowned appellate attorney, and a well-known law professor; he’s still the namesake of Fordham’s Moot Court Competition. Among other things, he popularized the phrase “piercing the corporate veil,” which you’ve heard a lot if you follow Chancery Court nonsense.
Discussing various definitions of the corporation, he observed:
“Just what the corporation is, no two legal authorities are in accord. Definitions are dangerous. While I have no desire to enter into the philosophy of the subject, it should be observed that there are a number of very distinct theories, each hopelessly repugnant to the others. The German, or association theory, which has such an eminent English follower as Sir Frederick Pollock, views a corporation almost as a natural person and regards it as acquiring an “organic character which qualifies it to participate prominently in the life of the state and in the law.” I doubt, however, whether even the most advanced German philosopher would seriously argue that a corporation could marry or be given in marriage, or that it could vote at an election.” [emphasis mine] [2]
Worsmer, deeply experienced corporate law – and thus a man familiar with Delaware – should have known better. A few years later, in 1931, Milford, DE did what Wormser thought no German philosopher would argue for, and amended its municipal charter to grant corporations suffrage rights, to wit: “every owner of property whether individual, partnership, or corporation shall have one vote for every dollar or part of dollar of tax paid” in special bond elections. So not only could corporations “vote at an election,” they could do so at a bargain exchange rate of one dollar per vote. [3]
(NB: Milford was probably not the first Delaware municipality to do this – there was probably at least one town with corporate voting rights extant when Wormser published – but it’s the first I have specific evidence for).
Second: a half-century later, but similarly unfamiliar with Delaware’s expanding grants of corporate suffrage rights, in 1973, Justice William Douglas wrote in horrified dissent from the majority in Sayler Land Company v. Tulare Lake Basin Water Storage District. The case was one of a series that sought to re-establish property as the preeminent force in American politics, after anti-democratic forces had lost ground with end of Jim Crow and the development of the “one man, one vote” doctrine. In this particular case, the majority approved voting rights for large agricultural corporations in special Texas water district elections, on the basis of these corporations having a “personal” stake in the districts, as ratepayers.
Douglas, a proud New Dealer outvoted by an increasingly reactionary majority, was appalled at this extension of corporate personhood into the voting booth:
“It is indeed grotesque to think of corporations voting within the framework of political representation of people. Corporations were held to be “persons” for purposes both of the Due Process Clause of the Fourteenth Amendment, and of the Equal Protection Clause. Yet, it is unthinkable in terms of the American tradition that corporations should be admitted to the franchise. Could a State allot voting rights to its corporations, weighting each vote according to the wealth of the corporation? Or could it follow the rule of one corporation, one vote?
It would be a radical and revolutionary step to take, as it would change our whole concept of the franchise. … Four corporations can exercise these governmental powers as they choose, leaving every individual inhabitant with a weak, ineffective voice. The result is a corporate political kingdom undreamed of by those who wrote our Constitution.” [emphasis mine] [4]
Alas for Douglas – and for us – there are more things in Delaware than dreamt of in his philosophy.
[1] This lack of imaginative capacity is perhaps analogous – if less justifiable – to “normie” or “apolitical” Americans’ approach to the authoritarianism of the Trump/Musk regime; it is so out of scope that such a thing would happen, that it simply can’t be happening.
Or, An Investigation Into Just How Deep Delaware’s Commitment to the Bit Goes
Corporate Voters Project – Research Note #1
In Delaware, corporations can vote. So can LLCs, partnerships, and trusts, provided they own real property within the municipality where the election is taking place. In “The Company State,” capital not only has a voice – it has the franchise.
So just as I became a new, working citizen of Delaware, I discovered that my rights paled next to the those enjoyed by old, rentier capital.
Though the election raised many questions – as well as my blood pressure – in the busy season of a new semester on an unfamiliar campus, I let it lie as an oddity. In the wake of that bond election, there was enough concern expressed by other locals that the City Council petitioned the state legislature to revise its charter, to limit the franchise to human residents and human non-resident property owners “in accordance with the principle of ‘one person, one vote.’” The charter was successfully amended in 2019. [1]
But “dead labour” in the form of company capital, wasn’t done enlivening Delaware’s politics. In late spring 2023, news broke that the leaders of Seaford, DE had got a charter revision bill of their own introduced. It was the mirror image of Newark’s reform. Seaford wanted to empower a property owner, “whether a natural person or an artificial entity,” to vote in all town elections. (It seems the unpopular town council in Seaford was eager to substitute property for people, as voters). Delaware Republicans, eager to claim fifteen minutes of public infamy for supporting corporations’ right to stuff the ballot, used parliamentary tactics to bring the legislature to a screeching halt until the bill passed in the House. It did – though the measure was later quietly smothered in a Senate committee, and never became law. [2]
Needled twice by the news, my interest – and my ire – was piqued. And if that’s not a reason for research, what is?
~*~
If there was anywhere in the United States you might expect to find a corporation voting, Delaware is it. A state that only recently reached the milestone of one million human residents, the self-proclaimed “Corporate Capital of the World” is home to over two million business entities, including two-thirds of the Fortune 500.
Corporations and LLCs don’t come here for the beaches, though. They sink shallow roots into our clayey soils because the state government offers a uniquely “business-friendly” regime. In return for filing a simple registration form and paying some light taxes and fees, DE state officials ask few questions, and impose fewer regulations. When conflicts between companies arise, as they tend to in the hurly-burly world of modern business, Delaware’s uniquely commercially-oriented Court of Chancery offers speedy, jury-free resolutions. And if that service fails to satisfy, well, the Delaware legislature is ready to bend to meet the whims of capital with a flexibility an Olympic gymnast would envy.
While intentionally obscured from ordinary residents, “The Franchise,” so-called, is well understood by CEOs and corporate lawyers, as well as the state’s politicians and their lobbyist handlers. For multinational conglomerates, secretive shell companies, and mom & pop landlords alike, Delaware offers the best deal within U.S. territory for running your business cheaply, opaquely, and just “legally” enough.
This frictionless pliability pays for Delaware’s government. In fiscal year 2023, for example, the various fees and taxes levied on nominally Delaware-domiciled corporations and business entities provided $2.9 billion in revenue – a fairly typical 46.4% of total state collections. Whether clued in or not, all Delawareans are complicit in these arrangements. Their tax burden is low, yet their roads remain well-paved – because the First State has decided to use its sovereign power to charge a light toll in return for displacing the true costs of unchecked capitalism onto the rest of the nation, and the world. [3]
It’s a little gift, from our little state.
~*~
Still, even in Delaware, the idea that a corporation can vote gives people pause. It sure as heck arrested my attention, and puzzled me. So as the furor of the 2023 Seaford bill died down, and with my new hometown’s recent bond vote in mind, I’ve spent the last month or so digging into the practice of corporate voting in Delaware.
I’ve tried to keep my questions simple, obvious, and answerable:
How widespread is corporate voting? Does it only happen in Delaware towns, or beyond?
When did the practice take hold – and under what circumstances? Is corporate voting a relic of the state’s Jim Crow past, or a more recent disease of the body politic?
And finally: why? Of all the ways to arbitrarily pervert the democratic process to favor the wealthy, why have Delawareans chosen this method? And how is the local “corporate franchise” connected to “The Franchise” – if it is at all?
My research plan is similarly straightforward. I’ve completed the first step, a close examination of the current charters of all 57 municipalities incorporated in the state of Delaware.
Some early findings:
70% of DE municipalities (40 towns & cities) allow corporations and other “artificial entities” to vote in at least some circumstances, usually referenda on annexation and/or bonds;
Three towns (Dagsboro, Fenwick Island, and Henlopen Acres) allow corporate voting in all circumstances
The local corporate franchise is premised on property ownership: the “entity” must own real property within municipal limits (or proposed municipal limits, for annexations); and generally companies exercise their voting rights through a representative with power of attorney;
Most towns that allow corporate voting limit it using a “one person / one entity” rule – but not all of them do;
There is also a pronounced geography to corporate voting rights in Delaware: it gets more common as you travel south. New Castle County only counts 3 municipalities that allow it; Kent Co. has 16; and Sussex Co., land of beaches, chicken farms, and confederate monuments, has a whopping 21.
Since it quickly became apparent to me reading charters that property ownership is critical to local corporate voting rights, I also tallied how many Delaware towns enfranchise non-resident property owners, and found that:
81% of DE municipalities (46 towns & cities) allow non-resident real property owners to vote in at least some circumstances (again, most commonly annexation and bond elections);
However, fully 23% of them (13 towns & cities) allow non-residents to vote in all elections – and some even allow people who don’t reside within the municipality to govern, as members of the town council!
As with corporate voting, the enfranchisement of non-resident property owners is more common in Sussex (24 towns), than it is in Kent Co. (17 towns), with New Castle coming last in the number of municipalities that allow it (just 5 towns).
Now that I’ve gotten a sense of the current landscape of corporate and property-defined voting, my next task is to dig into the history of a handful of municipalities, using newspapers and legislative archives, to see if I can find out when – and perhaps why – this corporate citizenship first appeared.
I have no doubt but that further unpleasant surprises await; but that’s history, in Delaware.
[2] HS 1 for HB 121: “An Act to Amend the Charter of the City of Seaford Relating to the City’s Ability to Authorize Artificial Entities, Limited Liability Corporations’ Partnerships and Trusts to Vote in Municipal Elections Held in Seaford,” (April 20, 2023), https://legis.delaware.gov/BillDetail?LegislationId=130205.
In my calculation of the revenues generated by “The Franchise,” I include the corporate income tax, the franchise tax, the LLC/LP tax, business entity fees, “unclaimed property” (aka escheatment, aka Delaware skimming off of unused gift cards), and the bank franchise tax.
Sometimes, studying nineteenth-century America can get damned depressing. It’s a slaughter-bench, and for most of the century, the guys that win (and they’re all guys) seem to be the worst possible: slaveholders, imperialists, filibusters.
There’s an antidote to this, though, and that’s reading Congressional debates.
Dael A. Norwood 
