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delaware
In Delaware, Corporations Can Now Vote. Are We Insane?
In the United States of America, this is what it has come to.
May 30, 2026
Corporations can now vote in Delaware. And they’re doing it.
Seriously. Not dystopian science fiction or a new novel by an AI version of George Orwell. Actual corporations — what America’s first Supreme Court Justice, John Marshall, in 1819 called “an artificial being, invisible, intangible, and existing only in contemplation of law” — are today voting in elections for everything from the mayor and town council to referendums on corporate taxes and limits on corporate behavior.
What could possibly go wrong?
There are, after all, more corporations than people in Delaware. They can now decide who’s going to run the government, what the laws are, and — through their votes to elect humans who’ll take corporate money to do what corporations want (something else that corrupt Republicans on the Supreme Court legalized) — even what regulations companies must follow and what limits there are on their behavior.
In a few weeks, my next book will be coming out, “Who Killed the American Dream: The Greatest Political Crime Ever Told,” and the timing couldn’t be more synchronous.
The book, written like a murder mystery but 100% true, tells the story of how a corrupt Supreme Court clerk conspired with a corrupt Supreme Court justice to hand “corporate personhood” to the railroad corporations that were then among the richest and most powerful in the world.
The decision was handed down in 1886; in it, the Court itself didn’t say a single word about corporate personhood. Back then corporations had the rights of “artificial persons” so they could pay taxes, own land, and execute contracts and lawsuits, but nobody seriously claimed they could assert human rights like free speech, privacy, or the right to vote.
But the clerk of the Court, a wealthy plutocrat named John Chandler Bancroft Davis, slipped into the headnote of the case — a commentary for law students and others wanting a summary of a decision, which carries absolutely no legal weight whatsoever — that the Chief Justice, Morrison Remick Waite, had claimed corporations were “persons,” implying they had rights under the 14th Amendment.
The railroads then hired a few retired members of Congress who were on the committees that wrote the Amendment as frontmen and for the next five years they traveled the country claiming that the “actual intent” of the authors of the 14th Amendment was to grant human rights to corporations, not former slaves.
Their efforts worked; just ten years later, in the Covington & Lexington Turnpike v. Sandford case, the Court cited the Santa Clara decision and ruled:
“[C]orporations are persons within the meaning of the constitutional provisions forbidding the deprivation of property without due process of law as well as a denial of the equal protection of the laws.”
That badly abused Amendment, ratified on July 9, 1868, was written to liberate formerly enslaved people, and its language is pretty clear about that:
“No state shall make or enforce any law which shall abridge the privileges or immunities of citizens of the United States; nor shall any state deprive any person of life, liberty, or property, without due process of law; nor deny to any person within its jurisdiction the equal protection of the laws.” (emphasis added)
The railroad corporations claimed that because they were taxed at different rates on property they owned in Santa Clara and Santa Ana counties in California, they were “persons” being denied the “equal protection of the law.” The Court determined that the California constitution already dealt with tax issues like that, giving the railroad the relief they wanted, but there was no federal action at all.
However, the lie about corporate personhood buried in the headnote took root and lives on to this day. For example, yesterday afternoon I asked DuckDuckGo’s AI the question:
“Who won the 1886 Santa Clara Supreme Court decision?”
And the answer I got back was:
“The Southern Pacific Railroad Company won the 1886 Santa Clara County v. Southern Pacific Railroad decision. The Supreme Court ruled in favor of the railroad, affirming that corporations are considered ‘persons’ under the Fourteenth Amendment.”
None of that is true, but it was nonetheless the basis of the 1978 First National Bank v Bellotti decision written by Lewis Powell himself (of “Powell Memo” fame), claiming that because corporations are “persons” with rights under the Bill of Rights — including the First Amendment right to free speech — they could spend big bucks to swing elections. In that decision, the Court majority footnoted:
“It has been settled for almost a century that corporations are persons within the meaning of the Fourteenth Amendment. Santa Clara County v. Southern Pacific R. Co., 118 U. S. 394 (1886); see Covington & Lexington Turnpike R. Co. v. Sandford, 164 U. S. 578 (1896).”
Because corporations don’t have mouths to speak with, Powell reasoned, their money served the same purpose. So they could “speak” freely with millions thrown into elections, corrupting our democracy to their benefit and our detriment.
Two years earlier, in Buckley v Valeo, the Court had struck down the 1970s campaign contribution limits Congress put into law after the Nixon bribery scandals. They ruled that wealthy Senator James Buckley (brother of William F. Buckley) could use his own money to finance his election campaign because his money was functionally the same thing as his First Amendment-protected free speech.
Which led straight to Clarence Thomas — the most corrupt Supreme Court justice in history, then on the take from a Nazi-memorabilia-collecting rightwing billionaire — to cast the deciding vote in Citizens United.
That bizarre decision blew up hundreds of campaign finance and other good-government laws, claiming that there should be virtually no limits on the money morbidly rich individuals, corporations, and even foreign entities could pour into US elections.
Clarence Thomas even cited the Bellotti case and, thus, its reference to Santa Clara to justify handing our democratic processes over to the richest people and biggest companies in the nation.
And now we’ve arrived at terminal insanity. As Reuters reported on Tuesday:
“A judge in Delaware, where many big U.S. companies are incorporated, ruled on Tuesday that a small town that allows corporations to vote in municipal elections was not violating the state’s constitution.
“Delaware Superior Court Judge Craig Karsnitz said the beach town of Fenwick Island was not diluting human votes by allowing companies and other legal entities that own property to cast votes in municipal elections.”
More corporations are incorporated in Delaware than any other state in the nation because of that state’s lax corporate laws and low corporate taxes: there are more corporations in the state than people.
And now they can vote.
I wrote Who Stole the American Dream? to wake people up to the corruption of our democracy by the rich and powerful, particularly the corporate “artificial beings” that keep buying off judges and politicians because of corrupt Supreme Court cases citing that corrupt headnote, starting with Santa Clara and then going to Covington and then straight-lined to Bellotti and Citizens United.
The entire thing is a fraud, a 140-year-long scam, as knowledgeable legislators like Sheldon Whitehouse, Bernie Sanders, Ro Khanna, Mark Pocan, Alexandria Ocasio-Cortez, Pramila Jayapal, and Elizabeth Warren will tell you in a New York minute.
And it needs to be overturned.
There are a few ways to do that, the most effective being a constitutional amendment, but reorganizing the Supreme Court and even strong legislation can take a bite out of it. I detail them all in the book, and good government groups like Move to Amend and Public Citizen have been on this case for years.
The situation, after all, has become so bad that I suggested in my book Rebooting the American Dream (which Bernie read from on the floor of the Senate in his famous filibuster) that members of Congress should be required to wear NASCAR-style patches to let folks know which corporations are “sponsoring” them.
If we don’t get active and take back our democracy for humans, corporations may one day vote one of themselves into office and the Republican majority on the Supreme Court will probably simply nod along.
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'Logical Conclusion' of Citizens United as Delaware Judge Lets Corporations Vote in Local Elections
Delaware is home to more corporations than people. Human people, that is, as under longstanding state law and the US Supreme Court's infamous 2010 ruling, corporations are people, too.
May 27, 2026
A judge in Delaware—a state with more registered business entities than people—ruled Monday in favor of a small town that allows corporations to vote in local elections.
Delaware Superior Court Judge Craig Karsnitz ruled that the town of Fenwick Island, population 400, did not violate the state Constitution by permitting business entities—which make up 12% of the town's "population"—to vote in municipal elections, as case plaintiff the ACLU of Delaware had claimed.
"What is a 'person?' When one cuts to the heart of this case, that is the question," Karsnitz wrote to open his 20-page ruling.
‼️‼️Delaware Superior Court upholds a municipal ordinance allowing individuals to cast votes on behalf of LLCs, trusts, and corporations in local elections against a challenge that the ordinance constitutes unlawful vote dilution for real persons under the state constitution. aboutblaw.com/blQg
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— Anthony Michael Kreis (@anthonymkreis.bsky.social) May 27, 2026 at 1:46 PM
"According to the law, a person is anyone or anything that can initiate and be subject to legal proceedings. By this conception, any adult, corporation, or institution is a person, but a minor is not a person, a fetus is not a person, and a humanoid robot... is not a person," the ruling continues. "This highlights that legal personhood is dependent solely on legal recognition."
The judge noted that in 2008, the Delaware General Assembly amended Fenwick Island's charter "to expand its voter registration rolls to allow individuals to cast votes on behalf of trusts, limited liability companies, partnerships, and corporations that own property in Fenwick."
"Today, the overwhelming majority of legal entity property owners in Fenwick registered to vote, and on whose behalf votes are cast, are trusts," Karsnitz added.
"I appreciate that Plaintiff may disagree with Delaware’s policy of authorizing certain municipalities to allow voting on behalf of entity property owners," the judge wrote.
"Visions of faceless large corporations, or even HAL, controlling a small town are frightening and the stuff of science fiction," he continued," referring to the malevolent artificial intelligence-powered computer in Stanley Kubrick's 1968 film version of Arthur C. Clarke's 2001: A Space Odyssey. "However, Plaintiff has not demonstrated that this policy violates the principle of one person/entity/one vote."
"Plaintiff points to no other persuasive independent authority than the Elections Clause of the Delaware Constitution itself," Karsnitz concluded. "And matters of policy are appropriately left to legislative bodies, not the courts."
Fenwick Island Mayor Natalie Magdeburger told Reuters earlier this year that "a property owner who pays taxes and is subject to our ordinances should have a say in who represents them on our Town Council."
Meanwhile, the ACLU of Delaware contends that "with over 2 million business entities incorporated in Delaware–roughly double the amount of actual people living in the state–the people of Delaware risk having their voices drowned out when towns like Fenwick Island allow corporate voting."
Karsnitz's ruling does not mention Citizens United v. Federal Election Commission, the 2010 US Supreme Court decision affirming that political spending by corporations, nonprofit organizations, labor unions, and other groups is a form of free speech protected by the 1st Amendment that government cannot restrict. The decision ushered in the era of super PACs—which can raise unlimited amounts of money to spend on campaigns—and secret spending on elections with so-called “dark money.”
While Delaware's corporate personhood laws long predate Citizens United, numerous critics of Monday's ruling referred to the case, including the progressive legal advocacy group Demand Justice.
"Corporations aren't people," the group asserted on X. "They don't have kids in local schools, they don't drink the water, they can’t be jailed for crimes, and they shouldn't get a vote."
Some compared Hawaii, where Democratic Gov. Josh Green recently signed legislation clarifying that corporations are not people, with Delaware.
"Hawaii made a move to rein in Citizens United," writer Van Dennis posted on X, "and Delaware responded, "The fuck you are."
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Rights Group Pushes Delaware AG to Revoke Gaza Humanitarian Foundation's Corporate Charter
A Center for Constitutional Rights lawyer called on Kathy Jennings to "use her power to stop this dangerous entity that is masquerading as a charitable organization while furthering death and violence in Gaza."
Aug 13, 2025
A leading U.S. legal advocacy group on Wednesday urged Delaware Attorney General Kathy Jennings to pursue revoking the corporate charter of the Gaza Humanitarian Foundation, whose aid distribution points in the embattled Palestinian enclave have been the sites of near-daily massacres in which thousands of Palestinians have reportedly been killed or wounded.
Last week, the Center for Constitutional Rights (CCR) urgently requested a meeting with Jennings, a Democrat, whom the group asserted has a legal obligation to file suit in the state's Chancery Court to seek revocation of the Gaza Humanitarian Foundation's (GHF) charter because the purported charity "is complicit in war crimes, crimes against humanity, and genocide."
CCR said Wednesday that Jennings "has neither responded" to the group's request "nor publicly addressed the serious claims raised against the Delaware-registered entity."
"GHF woefully fails to adhere to fundamental humanitarian principles of humanity, neutrality, impartiality, and independence and has proven to be an opportunistic and obsequious entity masquerading as a humanitarian organization," CCR asserted. "Since the start of its operations in late May, at least 1,400 Palestinians have died seeking aid, with at least 859 killed at or near GHF sites, which it operates in close coordination with the Israeli government and U.S. private military contractors."
One of those contractors, former U.S. Army Green Beret Col. Anthony Aguilar, quit his job and blew the whistle on what he said he saw while working at GHF aid sites.
"What I saw on the sites, around the sites, to and from the sites, can be described as nothing but war crimes, crimes against humanity, violations of international law," Aguilar told Democracy Now! host Amy Goodman earlier this month. "This is not hyperbole. This is not platitudes or drama. This is the truth... The sites were designed to lure, bait aid, and kill."
Israel Defense Forces officers and soldiers have admitted to receiving orders to open fire on Palestinian aid-seekers with live bullets and artillery rounds, even when the civilians posed no security threat.
"It is against this backdrop that [President Donald] Trump's State Department approved a $30 million United States Agency for International Development grant for GHF," CCR noted. "In so doing, the State Department exempted it from the audit usually required for new USAID grantees."
"It also waived mandatory counterterrorism and anti-fraud safeguards and overrode vetting mechanisms, including 58 internal objections to GHF's application," the group added. "The Center for Constitutional Rights has submitted a [Freedom of Information Act] request seeking information on the administration's funding of GHF."
CCR continued:
The letter to Jennings opens a new front in the effort to hold GHF accountable. The Center for Constitutional Rights letter provides extensive evidence that, far from alleviating suffering in Gaza, GHF is contributing to the forced displacement, illegal killing, and genocide of Palestinians, while serving as a fig leaf for Israel's continued denial of access to food and water. Given this, Jennings has not only the authority, but the obligation to investigate GHF to determine if it abused its charter by engaging in unlawful activity. She may then file suit with the Court of Chancery, which has the authority to revoke GHF's charter.
CCR's August 5 letter notes that Jennings has previously exercised such authority. In 2019, she filed suit to dissolve shell companies affiliated with former Trump campaign officials Paul Manafort and Richard Gates after they pleaded guilty to money laundering and other crimes.
"Attorney General Jennings has the power to significantly change the course of history and save lives by taking action to dissolve GHF," said CCR attorney Adina Marx-Arpadi. "We call on her to use her power to stop this dangerous entity that is masquerading as a charitable organization while furthering death and violence in Gaza, and to do so without delay."
CCR's request follows a call earlier this month by a group of United Nations experts for the "immediate dismantling" of GHF, as well as "holding it and its executives accountable and allowing experienced and humanitarian actors from the U.N. and civil society alike to take back the reins of managing and distributing lifesaving aid."
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States With Democratic Trifectas Are Failing to Meet the Moment
After the disappointing results in November, Democrats in blue states should be using their power to show how government can make life better for working people.
Apr 07, 2025
The anger and frustration Americans are feeling toward the Democratic Party reached a boiling point earlier this month, after ten Senate Democrats joined the Republicans in voting for a federal funding bill that slashes everything from disaster relief to school meals for our kids. Presented with an opportunity to stand up for working people, Senate Democrats immediately tossed in the towel. But the Democratic leadership crisis isn’t limited to the U.S. Capitol. In states where Democrats hold the majority, the reasons they’re losing working people become painfully clear.
Over the first two months of the new administration, we’ve seen states with Democratic trifectas and supermajorities duck for cover. Instead of exercising their power to make life better for working people and respond to the devastating actions at the federal level, they’ve kowtowed to corporate lobbyists and wealthy donors.
Look at Delaware—a bright blue state with a governing trifecta—where Democrats worked hand-in-hand with Elon Musk’s lawyers to land Musk a $56 billion pay package. Displeased with a court ruling that denied his bloated Tesla pay package, Musk made good on his threat to move the company’s copyright registration to Texas. But he didn't want to leave without his payday, and state Democrats were eager enablers.
Any person living in these blue states should be demanding that their governor, attorney general, and state legislatures use their power to stand up to Trump and Musk.
Democratic spines in other blue trifecta states are no sturdier. In Colorado, Democrats have advanced a bill to slash the tipped minimum wage, which could result in $8,000 a year in lost income for full-time food service workers. Directly to the south, in New Mexico, Democrats compromised their own paid family and medical leave bill that now leaves too many working-class state residents behind.
During the election, Donald Trump and Musk were able to capitalize on the Democrats’ disregard for working-class voters. However, it hasn’t taken long for Trump and Musk to show their true face. They’re already signaled their plans to make deep cuts to Medicaid, Medicare, and Social Security. Republicans have no interest in governing on behalf of working people. Democratic pundits from across the spectrum have emphasized the need for Democrats to put working people at the center of the party. But the Democrat’s lack of a coherent message or plan of action to address the Trump-Musk destruction is pushing away those exact voters.
The steady drift of working-class people from the Democratic Party is the reason the Working Families Party was founded 27 years ago. And in the absence of a clear plan from Democratic leaders, WFP legislators are stepping up to fill the void. In Rhode Island, WFP legislators are pushing a 13-point agenda that, among other things, guards against cuts to Medicaid, lowers the cost of healthcare, and protects tenants against retaliatory evictions. In New York, WFP legislators are fighting to pass the Working Families Tax Credit, which will put money back into the pockets of working families. And in Philadelphia, housing protections enacted by Working Families Party City Council members have led to a 41% drop in eviction filings over the last year.
After the disappointing results in November, Democrats in blue states should be using their power to show how government can make life better for working people. Yet after months of soul-searching and post-mortems, the lessons of the past election have quickly worn off.
As Indivisible points out in their handbook, there are nine more states with Democratic trifectas than there were in 2017, and the 15 states with trifectas are major economic powerhouses making up nearly half of the country’s gross domestic product.
Any person living in these blue states should be demanding that their governor, attorney general, and state legislatures use their power to stand up to Trump and Musk. They have the ability to protect residents and ensure uninterrupted access to the services and benefits we all need. Waving the white flag and enabling their money grab doesn’t show working people that you’re in their corner.
Democratic legislators in triple blue states can choose to be courageous, unlike many of their congressional counterparts. In state after state, Working Families Democrats are putting forward a plan of action. It’s on their fellow legislators to follow their lead.
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Delaware Just Caved to Billionaire Bullying By Overhauling Its Corporate Law
As Musk is trying to gut the agencies that enforce federal regulations, state corporate law is poised to become even more important. Delaware should have held firm.
Mar 27, 2025
While Elon Musk attacks federal agencies’ ability to protect us from the worst excesses of corporate power, a little known Musk initiative sailed through the Delaware legislature this week. Delaware’s corporate law drew Musk’s ire when its well-regarded Court of Chancery sided with Tesla shareholders and tossed out his $56 billion pay package. Musk packed up his Tesla toys and moved the company’s incorporation to Texas, but his lawyers still pushed Delaware lawmakers to twist the state’s laws to suit his oligarchic interests and give him more power over our lives.
The Delaware House passed Senate Bill 21 (SB 21) on March 25, after the Delaware Senate passed it on March 13. Governor Matt Meyer, who played a central role in the bill’s passage, promptly signed it into law.
Most companies operate under Delaware’s corporate law, with about two-thirds of S&P 500 companies incorporated in the state, and most corporate lawsuits occur in Delaware’s special Court of Chancery. And as corporate interests have eroded many federal tools of corporate accountability—like federal financial, environmental, and worker safety regulations—Delaware corporate law has become one of the last mechanisms of corporate accountability, especially for shareholder lawsuits. Now, as Musk is trying to gut the agencies that enforce federal regulations, state corporate law is poised to become even more important.
Insulating the self-serving decisions of corporate insiders from challenge and gutting the federal agencies and protections that hold corporate power accountable are two sides of the same coin.
Regular shareholders like working peoples’ pensions can bring lawsuits challenging corporate misconduct. But corporate law gives directors and officers broad latitude to make decisions free from liability—even if they are very costly to the corporation and its stakeholders. Courts, however, look more closely at decisions by corporate insiders—including controlling shareholders like Musk, Mark Zuckerberg, and private equity firms that often retain significant stakes in companies after they take them public—when there are conflicts of interest.
The case challenging Musk’s $56 billion Tesla pay package was one of those instances. Upset that a Delaware judge ruled against him in that case, Musk disparaged her and Delaware courts, reincorporated Tesla and SpaceX in Texas, and called on others to do the same.
Corporate insiders convinced Delaware legislators that they were in a hostage situation: Either overhaul their state’s corporate law to give more power to Zuckerberg, private equity firms, and other corporate insiders to everyone else’s detriment by passing SB 21 immediately, or face a mass exodus of corporations and a corresponding slashing of their state budget. Delaware Rep. Madinah Wilson-Anton said, “Our budget is being held hostage and we’re supposed to just listen to the demands, but we have not been told who they’re coming from.”
However, since SB 21 would make it much harder for regular shareholders to hold insiders accountable for their self-serving actions in Delaware courts, many organizations representing regular shareholders have spoken out against the bill, saying its passage would make Delaware less attractive as a state of incorporation. Rep. Wilson-Anton noted: “When we continue to pass bills that are catering to a very small minority of companies that have lost in court and are upset they lost in court, it creates an environment where other companies say, ‘You know what, we’re just gonna stay in our home state because Delaware is just a state where the highest bidder gets to write the law.’” Meanwhile, a recent poll found that only 16% of Delaware voters believe that SB 21 should have passed as is and 63% are less likely to vote for legislators who back SB 21.
Rewriting Delaware corporate law at the behest of Musk and other corporate insiders makes no sense. Insulating the self-serving decisions of corporate insiders from challenge and gutting the federal agencies and protections that hold corporate power accountable are two sides of the same coin. Heads Big Tech oligarchs win, tails the rest of us lose. As the former head of the Office of Information and Regulatory Affairs K. Sabeel Rahman said, “a world without government isn’t a world where we’re not being governed. It’s just we’re being governed in a super undemocratic way.”
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Alarm Bells Ring as Delaware 'Radically' Shifts More Power to Corporate Insiders
"The Delaware lawmakers that enacted S.B. 21 are lapdogs for corporations and Musk," said one expert at the Open Markets Institute.
Mar 26, 2025
While Democratic Gov. Matt Meyer declared that "Delaware is the best place in the world to incorporate your business, and Senate Bill 21 will help keep it that way," critics reiterated concerns about the corporate-friendly state legislation he signed this week.
The Delaware House of Representatives sent the Senate-approved S.B. 21 to Meyer's desk on Tuesday in a 32-7 vote, with two members absent. The Delaware Business Times reported that the governor "arrived in Dover to sign the measure into law less than two hours after it passed," and "the bill signing was closed to the press."
The bill sailed through the Delaware General Assembly despite anti-monopoly, economic, and legal experts blasting it as a "corporate insider power grab" and accusing state legislators of choosing "billionaire insiders—like Elon Musk and Mark Zuckerberg—over pension funds, retirement savers, and other investors."
Delaware Working Families Party (WFP) political director Karl Stomberg said in a Wednesday statement that "at a time when rank-and-file Democrats across the country are begging their leaders to stand up to" President Donald Trump and Musk, his billionaire adviser, Democratic lawmakers in the state "just gave Musk a $56 billion handout."
That's a reference to Musk's 2018 compensation package for his electric vehicle maker, Tesla, which a Delaware judge ruled against, prompting the richest billionaire on Earth to ditch the state and encourage other business leaders to do the same. Fears of a potential "Dexit" led to lawmakers' frantic effort to pass S.B. 21.
"The Working Families Party has been standing up against this proposed bill for weeks now, and we recognize the need to fight back against corporate overreach in our government," said Stomberg. "WFP electeds proposed serious amendments to address our concerns with the bill that would protect the people of Delaware, but the Democrats chose to side with Musk and vote them down."
"This bill is an indictment of the failed Delaware Way, which continues to allow big corporations and the ultrawealthy like Elon Musk and Mark Zuckerberg to enrich themselves at the expense of working people," added Stomberg.
Zuckerberg is the CEO of Meta, Facebook and Instagram's parent company. CNBC recently revealed that "a day after The Wall Street Journal published its story on Meta considering a Delaware departure, Meyer, who was brand new to the job, convened an online meeting with attorneys from law firms that have represented Meta, Musk, Tesla, and others in shareholder disputes in the state, according to public records obtained by CNBC. Other attendees included members of the Delaware Legislature."
"The following day, records show, Meyer invited a second group to meet with him and new Secretary of State Charuni Patibanda-Sanchez. That invitation went to Kate Kelly, Meta's corporate secretary, and to Dan Sachs, the company's senior national director of state and local policy," according to CNBC. "The invite also went to James Honaker, an attorney with Morris Nichols, a firm that's represented Meta in federal court in Delaware, and to William Chandler, former chancellor of the Delaware Court of Chancery, who is now part of Wilson Sonsini's Delaware litigation practice."
Just weeks after those meetings, the governor urged state lawmakers to swiftly pass S.B. 21. The Lever's Luke Goldstein wrote Wednesday that "the timing of the emails obtained by CNBC reveals clear motivations driving the current law which was rushed before the Legislature last month by the new governor: to let top executives off the hook for legal liabilities."
In earlier reporting, Goldstein highlighted that "Delaware, which has long been perceived as a billionaire playground and corporate tax haven, is the incorporation home to more than 60% of all Fortune 500 companies. That means, if enacted, the wide-ranging regulatory handouts in the bill will have sweeping consequences for corporate behavior across the country."
The Lever's founder, David Sirota, on Wednesday lamented the limited attention the Delaware law is receiving, compared with a major national security breach involving several top Trump officials' unsecure group chat about war plans. As he put it, "Cannot overstate how significant this is—while the national media is focused on the D.C. drama, a group of Democrats off the radar in a tiny state just radically shifted more power to the planet's largest corporations via world-changing legislation."
Daniel Hanley, senior legal analyst at the Open Markets Institute, said Wednesday that "the Delaware lawmakers that enacted S.B. 21 are lapdogs for corporations and Musk. How this one state came to control practically all of American corporate law is a long story, but regardless, Congress can and should take the power away."
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In Key State of Delaware, 'Corporate Insider Power Grab' Quietly Underway
"Delaware's Senate just chose billionaire insiders—like Elon Musk and Mark Zuckerberg—over pension funds, retirement savers, and other investors by passing S.B. 21."
Mar 18, 2025
The push to pass Senate Bill 21 in Delaware, the "corporate capital of the world," is garnering criticism from some anti-monopoly, economic, and legal experts this week.
"Delaware's Senate just chose billionaire insiders—like Elon Musk and Mark Zuckerberg—over pension funds, retirement savers, and other investors by passing S.B. 21," Laurel Kilgour, research manager at the American Economic Liberties Project (AELP), said in a Monday statement about state senators' overwhelming support for the "corporate insider power grab" last week.
Delaware lawmakers are swiftly working to overhaul state law after a judge ruled against Musk's $56 billion 2018 compensation package for Tesla. The CEO—who is the world's richest person and now a key leader in President Donald Trump's administration—then moved the incorporation for his other companies elsewhere, and urged other businesses to follow suit. Some are doing so and others are reportedly considering it, including Zuckerberg's Meta, the parent company of Facebook and Instagram.
As Business Insider reported last month, citing Delaware's Division of Corporations, nearly 2.2 million entities are registered in the tiny state, including two-thirds of all Fortune 500 companies.
"This bill only serves to make it easier for corporate boards to rubber-stamp excessive executive pay and self-serving deals that drain returns from pensioners and retirement accounts," warned Kilgour. "Coming on the heels of another panicked giveaway to the corporate defense bar just last year, this is a reckless move that will undermine investor confidence and further erode Delaware's credibility as a fair corporate forum. The Delaware House must step in and stop this dangerous bill before it's too late."
Specifically, as AELP laid out, "S.B. 21 jeopardizes the ability of investors to protect themselves from harmful board decisions that slash returns to investors' hard-earned retirement savings, such as awarding exorbitant executive pay packages that far exceed any rational benchmark, or overpaying to acquire companies in which controlling shareholders have financial stakes."
"The bill makes it easier for corporate boards to insulate directors and controlling shareholders from litigation over conflicts of interest and self-dealing by corporate insiders, narrows who qualifies as a controlling shareholder, imposes a new presumption that board members are independent no matter who they are appointed by, and makes it more difficult for shareholders to discover conflicts by restricting their access to internal corporate records," the nonprofit detailed.
Joseph R. Mason, a Ph.D. economist and fellow at the University of Pennsylvania's Wharton School of Business, also sounded the alarm on S.B. 21 with a Monday opinion piece in the Delaware Business Times.
"I recently conducted an economic impact study on the likely effects of Senate Bill 21 (S.B. 21) on the Delaware economy. Based on my findings, a reasonable estimate of the annual economic activity lost due to S.B. 21's passage is $117 million-$235 million in decreased economic activity and 450-900 lost jobs, statewide," he wrote. "My analysis very likely understates the impact to Delaware, as it only estimates lost economic activity generated by law firms located in the state."
Mason's op-ed followed a Delaware Online piece from attorney Greg Varallo, who is head of Bernstein Litowitz Berger & Grossmann's Delaware office and represented Richard Tornetta, the Tesla shareholder behind the Musk case in the state.
"On March 5, this paper published an op-ed by William Chandler and Lawrence Hamermesh," Varallo pointed out last week, referring to a former chancellor on the Delaware Court of Chancery who is now a partner at Wilson Sonsini Goodrich & Rosati, and a professor emeritus at the Widener University Delaware School of Law.
"In the piece, my old friends extolled the virtues of S.B. 21, going so far as to argue that the bill restored balance to the corporate law playing field. Nonsense. S.B. 21 is a license to steal for corporate controllers like Elon Musk," argued the lawyer, who spent decades leading a defense-side firm.
According to Varallo: "The idea that S.B. 21 will restore 'balance' between the interests of regular investors and billionaires who control companies is demonstrably false S.B. 21 creates 'safe harbors' for controllers to steal from their controlled public companies and from the stockholders who invested in those companies without having to answer for doing so. The bill overturns decades of thoughtfully crafted common law and puts Delaware in direct competition with Nevada for the state which gives controllers the clearest and easiest to follow road map to commit grand larceny."
"This isn't someone else's problem. If your retirement includes index funds, as most do, you are a stockholder in controlled companies because no index fund operates without owning controlled companies," he added. "As a citizen who believes that the independence of our judiciary is at the very core of our form of government, I can't sit still while the proponents of this legislation continue to attack the public servants who serve on the Court of Chancery, the nation's leading business court."
Meanwhile, as the Delaware Business Times noted Monday, S.B. 21 is backed by "two of the most powerful Delaware business organizations, the Delaware State Chamber of Commerce and the Delaware Business Roundtable," and groups that testified in support of it include ChristianaCare, the Central Delaware Chamber of Commerce, and the Home Builders Association of Delaware.
Despite expert warnings, Delaware lawmakers are continuing their efforts to send S.B. 21 to the desk of Democratic Gov. Matt Meyer, who last week called on them to pass the legislation "as quickly as possible." According to the Delaware General Assembly website, the state House introduced an amendment to the bill on Tuesday.
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In Another Blow to Big Oil, US Supreme Court Rejects Effort to Kill Climate Suits
"The Supreme Court's decision brings the people of Delaware and Hoboken one step closer to putting these polluters on trial and making them pay for their climate deception."
May 15, 2023
On the heels of similar decisions last month, the U.S. Supreme Court on Monday delivered "another win for climate accountability," rejecting fossil fuel corporations' attempt to quash lawsuits filed by the city of Hoboken, New Jersey, and the state of Delaware.
Both filed in September 2020, the suits from Hoboken and Delaware—like those filed by dozens of other municipalities and states—take aim at companies including BP, Chevron, ConocoPhillips, ExxonMobil, and Shell for fueling the climate emergency. The fossil fuel industry has repeatedly tried to evade accountability by shifting such cases from state to federal court.
"We appreciate and agree with the court's order denying the fossil fuel companies' petition, which aligns with dozens of decisions in federal courts here in Delaware and across the country," said Democratic Delaware Attorney General Kathy Jennings in response to Monday's decision.
The Supreme Court's decision means that both of these cases will now move forward in state court.
Jennings on Monday cited an opinion piece she wrote for Delaware Online with Shawn Garvin, secretary of the Delaware Department of Natural Resources and Environmental Control, back when they launched the legal effort in 2020:
As we stated at the time of filing this case almost three years ago: "It didn't have to be this way. The fossil fuel industry knew for decades that their products would lead to climate change with potentially 'severe' and even 'catastrophic' consequences—their words, not ours. But they didn't clean up their practices or warn anyone to minimize the peril they were creating. Instead, they spent decades deliberately and systematically deceiving the nation about what they knew would happen if they carried on with business as usual."
Building on revelations from the past decade that have bolstered climate liability lawsuits, peer-reviewed research published in January shows that ExxonMobil accurately predicted global heating decades ago, while documents released in early April make clear that Shell knew about the impact of fossil fuels even earlier than previously thought.
"Imagine how far along we might be in the transition to a low-carbon economy today if not for their deception," Jennings said. "That's why we filed our lawsuit, and today's order moves Delawareans one step closer to the justice and economic relief that we deserve."
For Hoboken and Delaware, the high court denied fossil fuel companies' challenge to decision last year from a panel at the U.S. Court of Appeals for the 3rd Circuit, which wrote in part that "our federal system trusts state courts to hear most cases—even big, important ones that raise federal defenses. Plaintiffs choose which claims to file, in which court, and under which law. Defendants may prefer federal court, but they may not remove their cases to federal court unless federal laws let them. Here, they do not."
Center for Climate Integrity president Richard Wiles noted Monday that "Big Oil companies keep fighting to avoid trials in state courts, where they will be forced to defend their record of climate lies and destruction in front of juries, but federal courts at every level keep rejecting their efforts."
"The Supreme Court's decision brings the people of Delaware and Hoboken one step closer to putting these polluters on trial and making them pay for their climate deception," Wiles added. "Fossil fuel companies must be held accountable for the damages they knowingly caused."
After the high court's April decisions—which involved cases brought by the state of Rhode Island as well as municipalities across California, Colorado, Hawaii, and Maryland—Jamie Henn of Fossil Free Media said, "This should open the floodgates for more lawsuits that could make polluters pay!"
There were no noted dissensions on Monday. However, like last month, Justice Samuel Alito, who owns stock in some fossil fuel companies, did not participate in the decision about these two cases—but Justice Amy Coney Barrett, whose father spent nearly three decades as an attorney for Shell, did.
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Migrants Flown to Martha's Vineyard Sue DeSantis Over 'Fraudulent' Scheme
"These immigrants, who are pursuing the proper channels for lawful immigration status in the United States, experienced cruelty akin to what they fled in their home country," the suit alleges.
Sep 20, 2022
Lawyers representing Venezuelan migrants who were recently flown to Martha's Vineyard, Massachusetts on orders from Florida Gov. Ron DeSantis filed a class action lawsuit Tuesday alleging the Republican and his state's transportation secretary perpetrated a "fraudulent and discriminatory scheme" against them.
"Defendants manipulated them, stripped them of their dignity, deprived them of their liberty, bodily autonomy, due process, and equal protection under law."
The suit, which was filed Tuesday afternoon in the United States District Court in Boston, said the legal asylum-seekers who boarded two flights from Texas to the wealthy island resort were told they would be sent to Boston or Washington, D.C.
The filing further claims that in an effort to mislead the migrants, Florida officials "manufactured" an "official-looking brochure" listing fake benefits. Migrants were also offered incentives such as $10 McDonald's gift cards if they boarded the flights.
"These immigrants, who are pursuing the proper channels for lawful immigration status in the United States, experienced cruelty akin to what they fled in their home country," the lawsuit argues.
"Defendants manipulated them, stripped them of their dignity, deprived them of their liberty, bodily autonomy, due process, and equal protection under law, and impermissibly interfered with the federal government's exclusive control over immigration in furtherance of an unlawful goal and a personal political agenda," the document adds.
The plaintiffs are asking the court to find Florida's actions violated their 4th and 14th Amendment rights, as well as the Civil Rights Act of 1964, as state officials "intentionally targeted only individuals who are non-white and born outside the United States."
Oscar A. Chacon, executive director of case plaintiff Alianza Americas, said in a statement that "for the governor of Florida to cynically use recently arrived immigrants who have applied for asylum in the U.S. to advance a hate-driven agenda intended to create confusion and rejection throughout the country is not only morally despicable but utterly contrary to the best traditions of humanitarian protection embraced by most Americans."
"That is why we have taken the step to legally challenge what we view not only as a morally reprehensible action but what we believe is also illegal," he continued.
"We want to do everything we can to prevent more abuses against newly arrived immigrants," added Chacon, "especially asylum-seekers who deserve support, protection, and to be recognized for the incredible contributions they make to the U.S., as well as their loved ones in their home countries."
On Tuesday, Common Dreams reported that Javier Salazar, the sheriff of Bexar County, Texas--the planes to Massachusetts departed from San Antonio--had launched a criminal investigation into the flights.
Last week, seven U.S. lawmakers representing Massachusetts urged the U.S. Treasury Department to investigate DeSantis' apparent abuse of federal Covid-19 relief funds to pay for the flights.
Massachusetts state Rep. Dylan Fernandes, a Democrat who represents Martha's Vineyard, this week called for a federal human trafficking probe of DeSantis.
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DeSantis said last Friday that the recent flights "are just the beginning of efforts" and that he may work with Texas Gov. Greg Abbott to arrange future removals. DeSantis insisted last week that the migrants' relocations were "all voluntary."
Two other Republican governors--Abbott and Arizona's Doug Ducey--have sent migrants to Chicago, New York, Washington, D.C., and Sacramento. In total, more than 13,000 people have been transported to the sanctuary cities since April.
Asked during a Tuesday press conference about reports that DeSantis may send migrants to Delaware, his home state, U.S. President Joe Biden said that "he should come visit."
"We have a beautiful shoreline," the president added.
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'Racism--Pure and Simple': Buffett Lender Redlined Philly-Area Homebuyers, Says DOJ
"This settlement is a stark reminder that redlining is not a problem from a bygone era," said Kristen Clarke, an assistant U.S. attorney general, announcing a $20 million deal with Trident Mortgage.
Jul 27, 2022
The U.S. Justice Department announced Wednesday that a mortgage company owned by billionaire businessman Warren Buffett engaged in an illegal "pattern or practice of lending discrimination" by "redlining" in the Philadelphia area, and will pay $20 million in a settlement agreement.
"The complaint also alleges that Trident's employees exchanged emails where they referred to neighborhoods of color as 'ghettos' and made racist jokes."
The DOJ, which launched a Combatting Redling Initiative last October, is calling the deal the first it has ever reached with a nonbank lender and the second-largest settlement in the agency's history involving the illegal practice of denying mortgage loans to potential homebuyers of color.
The U.S. Consumer Financial Protection Bureau alleged in a complaint filed Wednesday that from at least 2015 until 2019, Trident Mortgage Company--which is owned by Buffett's Berkshire Hathaway Inc.--violated the Fair Housing Act and the Equal Credit Opportunity Act by avoiding "providing home loans and other home mortgage services in majority-minority neighborhoods" in metropolitan Philadelphia, including in New Jersey and Delaware. The lender also "discouraged those living in, or seeking credit to purchase properties in, these neighborhoods from seeking or applying for credit from Trident."
Under the terms of the agreement, Trident will invest over $20 million in boosting credit opportunities in neighborhoods of color in the Philadelphia metropolitan area.
"This settlement is a stark reminder that redlining is not a problem from a bygone era. Trident's unlawful redlining activity denied communities of color equal access to residential mortgages, stripped them of the opportunity to build wealth, and devalued properties in their neighborhoods," said Kristen Clarke, assistant attorney general of the U.S. Justice Department's Civil Rights Division, announcing the deal.
"Along with our federal and state law enforcement partners, we are sending a powerful message to lenders that they will be held accountable when they run afoul of our fair lending laws," she added.
Speaking at a Wednesday press conference announcing the settlement, Clarke said that "Trident's office locations were concentrated in majority-white neighborhoods, and that Trident's loan officers were directed to not to serve--and did not serve--the credit needs of neighborhoods of color."
"The complaint also alleges that Trident's employees exchanged emails where they referred to neighborhoods of color as 'ghettos' and made racist jokes," she added. "There's even a photo of a senior Trident manager posing in front of a Confederate flag."
Jacqueline Romero, the U.S. attorney for the Eastern District of Pennsylvania, asserted that "for far too many years Philadelphia's Black, Latino, and other communities of color have lacked equal access to lending and legal deed ownership. These historically redlined areas of Philadelphia continue to experience disproportionate amounts of poverty, poor health outcomes, limited educational attainment, unemployment, and violent crime."
Pennsylvania Attorney General Josh Shapiro, a Democrat, said that "this was systemic racism--pure and simple. This is about real people. People who were ignored and who were harmed and left behind."
Although redlining officially ended following the passage of the Fair Housing Act in 1968, studies have shown the policy persists in practice in scores of metropolitan areas across the nation. Additionally, communities that were redlined remain predominantly minority and low-income today. A 2015 study by the National Community Reinvestment Coalition found that in Baltimore, race--and not economic status--was the most important factor in mortgage lending. Formerly redlined communities also face greater climate-related risks.
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