[00:00.000 --> 00:04.040]  I'll be at least 20 minutes before I'd even use this anyway, so don't stress about it.
[00:04.240 --> 00:07.780]  Make yourself at home here fiddling, because that's the way life works.
[00:08.400 --> 00:13.640]  So, okay, my name is Doug Spink, and I'm giving a presentation on corporate jurisprudence.
[00:15.020 --> 00:24.220]  I made the title really boring by design to sort of self-select people out, and that way the people that come here kind of really want to come here and talk about this stuff.
[00:24.660 --> 00:31.200]  But I'll tell you right now, it's not as boring... the talk... well, it's not a talk, first of all, but it's not as boring as it seems like.
[00:32.520 --> 00:38.740]  I just tried to scare away the people who were going to just come for an exciting title and then be like, wow, this is detailed and boring.
[00:39.660 --> 00:48.080]  The real title that I should have used if I wanted to have more people show up on Sunday morning is Hacking Corporation Law for Fun and Profit, because that's just way sexier.
[00:48.260 --> 00:49.600]  You know, like, oh, wow, fun and profit.
[00:50.300 --> 00:53.060]  But that's kind of an oversell, because that's not really what I'm talking about anyway.
[00:53.280 --> 00:58.040]  But usually you oversell what you're talking about and then figure people will show up and, oh, well, they're here, they're not going to leave.
[00:59.560 --> 01:04.240]  So my name is Douglas Spink, and I am talking about corporate jurisprudence.
[01:04.520 --> 01:18.380]  What I'm really talking about is basically the set of rules and guidelines by which corporations exist globally and a kind of a different perspective on how to interface with corporation law and corporations and what corporations can do.
[01:20.100 --> 01:25.680]  And it is kind of for fun and profit, but mostly it's just because it's interesting to learn how stuff works, I think.
[01:26.800 --> 01:31.100]  So a little background on me, because I guess I always like to know...
[01:31.100 --> 01:33.280]  I'm going to trip and fall on this thing, I guarantee it, but that's okay.
[01:33.340 --> 01:34.740]  So if I fall down, that's what happened.
[01:35.200 --> 01:38.440]  There's this... there's this power cord here that's...
[01:39.600 --> 01:40.200]  There we go.
[01:41.580 --> 01:42.860]  Okay, this is kind of short.
[01:43.040 --> 01:43.980]  I wonder if I can make that taller.
[01:44.800 --> 01:45.660]  I'll make it work.
[01:45.960 --> 01:47.820]  Do you want one of the wireless mics to walk with?
[01:47.980 --> 01:48.660]  Yeah, sure.
[01:49.040 --> 01:49.900]  That would be fine.
[01:50.580 --> 01:51.480]  Except I'll be...
[01:51.480 --> 01:55.320]  I want to do air guitar and stuff, because you've got the microphone.
[01:57.440 --> 01:58.060]  That's better.
[01:58.640 --> 01:59.380]  Does that work?
[01:59.720 --> 02:00.560]  I think it does.
[02:01.040 --> 02:02.380]  Can we come up a little more?
[02:02.480 --> 02:03.360]  You have to talk more directly.
[02:03.580 --> 02:03.880]  Okay.
[02:04.120 --> 02:05.340]  A little more...
[02:05.340 --> 02:05.660]  That's good.
[02:05.740 --> 02:07.180]  Can everybody hear me okay with this?
[02:07.300 --> 02:08.980]  Yeah, that's way better, because I pace...
[02:10.300 --> 02:15.360]  Yeah, by the way, thanks for showing up at this ungodly hour of the day, because...
[02:15.360 --> 02:17.400]  Yeah, this is the earliest I've been up in forever.
[02:17.640 --> 02:21.760]  But it doesn't count, because I'm from Washington State, so it's like 8 o'clock.
[02:22.260 --> 02:25.040]  And I'm normally up at 8 o'clock, but it's because I haven't gone to bed.
[02:27.220 --> 02:27.900]  Okay, so...
[02:28.480 --> 02:29.380]  What was I talking about?
[02:29.440 --> 02:41.080]  I was talking about corporate law, and talking about a different perspective on corporate law, and then I was going to give a little background on who I am, because I always figure it's nice to know who's standing up here talking about stuff, mostly so you can judge whether I'm totally full of crap or not.
[02:42.020 --> 02:43.360]  And I may be totally full of...
[02:43.360 --> 02:44.980]  Well, the lights just disappeared again.
[02:45.120 --> 02:45.220]  Okay.
[02:45.540 --> 02:46.060]  That's all right.
[02:46.500 --> 02:47.280]  Sort of exciting.
[02:48.000 --> 02:51.920]  I may be full of crap or not, but here's my background.
[02:52.560 --> 02:52.920]  I...
[02:53.300 --> 02:54.180]  Does this still work?
[02:54.320 --> 02:54.540]  No.
[02:55.020 --> 02:56.000]  You're kind of one or the other.
[02:56.160 --> 02:56.720]  Okay, that's fine.
[02:57.800 --> 02:58.160]  I...
[03:00.720 --> 03:05.140]  I have an undergraduate degree in cultural anthropology, which is incredibly useful for this kind of thing.
[03:06.800 --> 03:07.160]  I...
[03:08.180 --> 03:11.020]  Gee, I had my first visit from the FBI when I was 12 years old.
[03:12.280 --> 03:13.500]  So, maybe that counts.
[03:15.040 --> 03:16.540]  Yeah, it's not a bad story.
[03:16.620 --> 03:17.680]  If we have time at the end, I'll tell you.
[03:17.780 --> 03:19.620]  But it involved credit card numbers and...
[03:20.580 --> 03:23.740]  And ordering goods over the Internet before there was an Internet and blah, blah, blah.
[03:24.440 --> 03:29.240]  But I learned at that time, actually, when I was 12 and the FBI came and visited and talked to my parents.
[03:29.840 --> 03:31.500]  And my parents totally didn't rat me out.
[03:31.680 --> 03:33.520]  They just said, oh, there must be some incredible mistake.
[03:33.520 --> 03:34.280]  It wasn't our son.
[03:34.380 --> 03:34.880]  There's no way.
[03:34.940 --> 03:35.860]  He doesn't even have a computer.
[03:36.080 --> 03:37.460]  My room is full of computers upstairs.
[03:37.920 --> 03:38.980]  Can we go check his room?
[03:39.620 --> 03:40.540]  No, it's really messy.
[03:40.660 --> 03:41.160]  You shouldn't go up there.
[03:41.340 --> 03:42.620]  But it totally wasn't him.
[03:42.860 --> 03:45.800]  So, I mean, that's what I learned from my parents is don't rat your friends out.
[03:46.040 --> 03:46.440]  It just...
[03:47.480 --> 03:49.520]  It explains a lot of the later stuff, I'll tell you.
[03:50.520 --> 03:54.700]  So, then, my father was a successful entrepreneur who passed away last year.
[03:55.120 --> 04:00.820]  And so, I grew up in an environment where entrepreneurship and starting companies and stuff was sort of in the water.
[04:01.060 --> 04:09.320]  My grandfather, on my mother's side of the family, started a company that was sold to DuPont Plastics that made the first commercial fiberglass.
[04:09.820 --> 04:16.540]  My grandfather, on my father's side, sold Bell Helicopter... was one of the co-finders of Bell Helicopters and sold that to Boeing.
[04:17.600 --> 04:20.840]  And then, I went off and did crazy stuff with applied chemistry.
[04:21.180 --> 04:23.120]  So, I kind of come from a geeky background.
[04:23.120 --> 04:25.260]  I always like to say it's in both sides of my pedigree.
[04:27.000 --> 04:34.600]  And then, after undergraduate, I went to Reed College and did my degree in anthropology, even though I was supposed to be a physics major.
[04:35.280 --> 04:40.620]  I went to the University of Chicago and got a master's in business administration in marketing and finance.
[04:42.060 --> 04:43.400]  And, had a great time there.
[04:43.960 --> 04:48.680]  And, pretty much, I went to get my MBA after Reed because I decided that I wanted to learn how all this stuff works.
[04:49.960 --> 04:54.640]  And, being kind of geeky, instead of figuring I'd just go get a job with corporate, you know, whatever.
[04:55.460 --> 04:56.820]  And, I started to have a career.
[04:57.160 --> 04:59.620]  I thought, well, I want to learn the rules first, right?
[04:59.840 --> 05:02.900]  I mean, I want to learn how this stuff works so I can learn how to work around them.
[05:02.900 --> 05:05.220]  Because, that's always why you learn the rules.
[05:05.360 --> 05:06.320]  So, you can learn how to get around them.
[05:07.120 --> 05:09.040]  And, so, I got my MBA from Chicago.
[05:09.400 --> 05:15.280]  And, I spent six or eight years between corporate life and startup life.
[05:15.560 --> 05:20.320]  I was, at the time, the youngest consultant with the Boston Consulting Group.
[05:21.280 --> 05:27.340]  I quit in two weeks, which was also the fastest a consultant had ever quit from the Boston Consulting Group, which is...
[05:27.340 --> 05:27.360]  Sorry.
[05:27.620 --> 05:29.160]  Neil Fisk was the guy who hired me.
[05:29.260 --> 05:31.500]  He's now the CEO of Eddie Bauer in Seattle.
[05:31.840 --> 05:33.360]  I always apologize to him when I talk.
[05:33.540 --> 05:33.840]  Sorry, Neil.
[05:34.100 --> 05:35.340]  I know that kind of made him look really bad.
[05:35.500 --> 05:37.480]  Because, he really, you know, stuck up for me and then I quit.
[05:38.700 --> 05:39.880]  And, then I did a bunch of startups.
[05:40.580 --> 05:45.180]  And, I made about a hundred million dollars by the end of the 1990s in the dot-com craziness.
[05:45.180 --> 05:56.760]  And, I bet it all on a telecom turnaround with an ATM backhaul wholesale minute technology in 2001.
[05:57.140 --> 06:03.260]  And, we had a huge financing round coming in on the morning of September 11th, 2001.
[06:03.260 --> 06:09.160]  And, so when I called them, my CFO to see if the financing had hit, he said no, but something else hit.
[06:09.440 --> 06:14.780]  And, anyway, that was a long and slow decline until by the end of 2002, I went bankrupt and lost everything.
[06:14.780 --> 06:15.580]  Because, I'd bet it all.
[06:15.840 --> 06:17.360]  I did actually bet the farm.
[06:17.900 --> 06:18.940]  That was a real farm.
[06:18.960 --> 06:19.620]  And, I lost it.
[06:19.840 --> 06:21.380]  So, everybody always says, don't bet the farm.
[06:21.420 --> 06:21.920]  Well, I did.
[06:22.060 --> 06:22.760]  And, I lost it.
[06:22.900 --> 06:26.460]  So, I thought that was funny that that phrase actually has a real farm.
[06:28.200 --> 06:32.000]  So, I went bankrupt and then a bunch of bad stuff happened in my life.
[06:32.280 --> 06:33.080]  And, let's see.
[06:33.120 --> 06:36.860]  I started smuggling narcotics large scale, to be honest.
[06:37.420 --> 06:40.420]  With a helicopter smuggling operation based out of British Columbia.
[06:41.500 --> 06:43.060]  Kind of a weird transition, I guess.
[06:43.260 --> 06:43.920]  But, there you go.
[06:45.060 --> 06:45.960]  It's really fun.
[06:46.440 --> 06:47.560]  And, by the way, it's really bad.
[06:47.740 --> 06:48.680]  Don't do drugs.
[06:48.860 --> 06:49.800]  Don't smuggle drugs.
[06:49.900 --> 06:50.500]  It's bad.
[06:50.740 --> 06:52.100]  I kind of make light of it nowadays.
[06:52.120 --> 06:53.800]  But, it's not because it's a funny thing.
[06:53.800 --> 06:55.640]  It's because you laugh at bad stuff, right?
[06:56.680 --> 06:57.540]  But, it is bad.
[06:57.840 --> 07:00.280]  And, I'm not proud of the fact that I was involved in it at all.
[07:01.540 --> 07:04.140]  At the same time, I take responsibility for it and it is what it was.
[07:04.860 --> 07:07.940]  And, it was really fun at a certain level if you ignore the rest of it.
[07:08.240 --> 07:12.660]  Because, helicopters and, you know, cloak and dagger, sat phones, encrypted communications.
[07:12.960 --> 07:13.800]  Like, we did all this stuff.
[07:14.060 --> 07:17.080]  It's like being in a movie except it's you and it's real.
[07:17.380 --> 07:20.100]  And, it's really scary because you're worried about going to prison for the rest of your life.
[07:20.420 --> 07:21.780]  So, that's not as much fun at all.
[07:22.520 --> 07:28.880]  Speaking of, one of my customers in Seattle ended up wearing a wire for the DEA.
[07:29.940 --> 07:31.840]  And, I got caught...
[07:32.480 --> 07:34.600]  I tend to be real direct and honest about this stuff.
[07:34.620 --> 07:37.100]  Because, if you Google my name, it's right there anyway.
[07:37.320 --> 07:38.220]  So, like, why pretend?
[07:39.200 --> 07:44.380]  I got caught in Monroe, Washington with 369 pounds of cocaine in the back of my truck.
[07:45.180 --> 07:48.420]  And, I told them it was for personal use and they didn't believe me.
[07:49.720 --> 07:51.700]  It's a really bad cocaine habit.
[07:53.200 --> 07:54.820]  Yeah, they actually didn't laugh either.
[07:54.880 --> 07:57.160]  It's one of those times when you make a joke and everybody just sits there.
[07:57.320 --> 07:59.060]  And, like, ooh, bad joke.
[07:59.220 --> 07:59.420]  Sorry.
[07:59.560 --> 08:00.380]  Not funny, is it?
[08:01.340 --> 08:03.660]  I make jokes in really inappropriate times sometimes.
[08:05.600 --> 08:07.180]  And, I said, I want my lawyer.
[08:07.280 --> 08:07.780]  I went to prison.
[08:08.200 --> 08:17.600]  And, for reasons that I will not talk about in any public space, I was fortunate to receive a three-year prison sentence for that.
[08:18.520 --> 08:21.940]  One count of possession is what I was... I pled guilty to.
[08:22.520 --> 08:27.380]  And, I did my time in prison, FDCC-TAC and FPC-Sheridan.
[08:27.780 --> 08:29.980]  If anybody else has done federal prison time, yay.
[08:30.360 --> 08:31.300]  You know, great, fun.
[08:32.020 --> 08:34.080]  And, yeah, it was interesting.
[08:34.100 --> 08:35.000]  And then I got out.
[08:35.500 --> 08:37.520]  I didn't send anybody else to prison but myself.
[08:37.980 --> 08:44.060]  And, though there are two newspaper articles in particular that say that I cooperated, I did cooperate in pleading guilty.
[08:44.060 --> 08:47.140]  And I actually pled, you know, sort of cooperated against myself.
[08:47.380 --> 08:48.240]  So, there is that.
[08:49.300 --> 08:54.520]  I'm a little sensitive about that because I tend to get confused in some of the newspaper articles with a guy who was wearing a wire on me.
[08:55.200 --> 08:58.360]  And, people actually use his name to, you know, refer to me.
[08:58.440 --> 09:00.080]  Like, no, whoa, whoa, that was the guy that turned me in.
[09:00.140 --> 09:01.720]  No, no, it says in the newspaper that it was you.
[09:01.860 --> 09:05.540]  No, he was... he's in witness protection now and not because of me.
[09:05.620 --> 09:06.020]  It wasn't me.
[09:06.060 --> 09:06.540]  I didn't do it.
[09:07.040 --> 09:09.420]  So, I'm out of that now and have been for a while.
[09:09.620 --> 09:16.600]  I'm really genuinely clean and I don't have a lot of good current stories about smuggling because I'm way removed from that world.
[09:16.960 --> 09:23.480]  And that was the commitment I made to everybody in that deal is that I would get out of prison and get back to doing good stuff and not get tangled up in that again.
[09:23.600 --> 09:23.940]  And I'm not.
[09:24.360 --> 09:28.220]  So, I stand up here without any secrets or concerns.
[09:28.560 --> 09:35.940]  And don't approach me and ask how you can get involved in smuggling yourself because, actually, I can't tell you because I'm not involved anymore.
[09:36.100 --> 09:37.120]  And because it's really dumb.
[09:37.120 --> 09:42.500]  Like, you know, I had a helicopter pilot actually email me once and say he wanted to get involved in smuggling.
[09:42.640 --> 09:43.440]  Can I give him a connection?
[09:44.200 --> 09:44.520]  No.
[09:44.920 --> 09:45.180]  Why?
[09:45.880 --> 09:48.500]  By the way, don't go into crime because you suck at this.
[09:48.640 --> 09:49.260]  It's not going to work.
[09:50.980 --> 09:52.720]  Because that's not how you get into it, by the way.
[09:53.280 --> 09:54.180]  He was really mad at me.
[09:54.240 --> 09:54.780]  He actually yelled at me.
[09:54.860 --> 09:56.060]  He was like, I can't believe you're such a dick.
[09:56.240 --> 09:56.460]  Whoa.
[09:56.680 --> 09:57.000]  Sorry.
[09:57.240 --> 09:57.620]  My bad.
[09:57.880 --> 10:00.080]  I hope you like prison because it's no fun.
[10:01.020 --> 10:02.120]  Anyway, so that's me.
[10:02.320 --> 10:08.500]  I'm also a lapsed doctoral candidate in complex systems with Portland State University.
[10:09.160 --> 10:11.480]  Oh, I was admitted to law school twice but never went.
[10:11.740 --> 10:12.680]  So, there's that.
[10:13.000 --> 10:13.560]  I know.
[10:13.720 --> 10:14.940]  I really should have gone, actually.
[10:15.080 --> 10:20.320]  I had a chance to finish law school at the University of Chicago because I was admitted there without actually applying.
[10:20.460 --> 10:22.520]  The dean just said, you should come over here and finish your degree.
[10:22.980 --> 10:24.580]  And I just couldn't stay in Chicago anymore.
[10:25.920 --> 10:28.040]  And it was too bad because that's a really good school.
[10:28.160 --> 10:28.760]  It would have been fun.
[10:28.760 --> 10:31.360]  And then I was admitted to Lewis and Clark Law School.
[10:32.260 --> 10:34.800]  But then I started smuggling drugs and I didn't have time for law school.
[10:35.080 --> 10:37.300]  So, which is kind of weird.
[10:37.460 --> 10:40.480]  Now I'm trying to get back in and talk to the dean and said, can I come back now?
[10:40.740 --> 10:42.300]  They're a little hesitant about that.
[10:42.540 --> 10:43.320]  I don't know why.
[10:43.440 --> 10:43.820]  I can't imagine.
[10:44.180 --> 10:47.380]  It was the biggest case in Washington State at the time.
[10:48.380 --> 10:50.060]  And yeah, they were...
[10:50.780 --> 10:53.780]  Anyway, offline I can talk about sort of some of the mechanics of the case or whatever.
[10:53.920 --> 10:54.600]  But that's not why I'm here.
[10:54.880 --> 10:55.800]  That's who I am.
[10:56.180 --> 10:58.140]  That's why I'm talking about sort of corporate jurisprudence.
[10:58.140 --> 10:59.520]  I have kind of an interesting background.
[10:59.520 --> 11:01.280]  I think from the perspective of...
[11:01.280 --> 11:06.380]  I know quite a bit about corporate law from an academic perspective.
[11:06.400 --> 11:11.340]  Because I did study quite a bit at the University of Chicago Law School during my MBA.
[11:11.660 --> 11:14.040]  Which is how I almost ended up just going to law school and finishing there.
[11:14.580 --> 11:15.980]  And I've done a lot of startups.
[11:16.260 --> 11:20.040]  I've worked with a lot of international corporate structures in my career.
[11:20.600 --> 11:25.200]  As a principal, as a board director, as a CEO, as a CTO.
[11:25.200 --> 11:29.440]  I'm actually qualified as a financial expert under Sarbanes-Oxley.
[11:29.940 --> 11:35.160]  So I can be a member of the audit committee of a publicly traded company because of my MBA from Chicago.
[11:35.840 --> 11:41.040]  And I've been either a chairman or a board member of, I think, five publicly traded companies in my career.
[11:41.100 --> 11:42.980]  So I've done the public company thing too.
[11:43.760 --> 11:51.520]  And I've been to prison and smuggled and been convicted of a criminal offense for which the maximum penalty is life in prison without the possibility of parole.
[11:52.360 --> 11:56.200]  So I've kind of seen both sides of the map from that.
[11:56.980 --> 11:57.780]  I'm not an attorney.
[11:58.040 --> 11:59.560]  I do not pretend to be your attorney.
[11:59.560 --> 12:00.800]  I am not giving you legal advice.
[12:00.880 --> 12:06.920]  If you choose to take this as legal advice and go do something and get in trouble and blame me, you're an ass.
[12:07.040 --> 12:07.600]  It wasn't me.
[12:07.660 --> 12:08.520]  I didn't tell you to do it.
[12:08.580 --> 12:09.360]  And I'm not your attorney.
[12:09.360 --> 12:14.900]  And I have had people actually claim in court previously that I was acting as their attorney because I talked about something.
[12:15.500 --> 12:16.260]  No, no, no, no.
[12:16.380 --> 12:17.020]  I'm not an attorney.
[12:17.280 --> 12:20.180]  And if you get in trouble, it's not my fault and I won't help you.
[12:22.140 --> 12:28.320]  Because, specifically, I'm going to tell you that I do not encourage you to do anything stupid, in particular, and then I'll get to the real stuff.
[12:28.660 --> 12:32.020]  Number one, we're going to talk about corporate jurisprudence and corporate law.
[12:32.320 --> 12:42.320]  And the question will come up and probably some of the people here are thinking, I don't know, that they want to learn how to do cool corporate stuff so they don't have to pay taxes, right?
[12:42.420 --> 12:43.680]  Does anybody want to fess up to that?
[12:43.860 --> 12:47.120]  I want to learn how to put my assets overseas so I don't have to pay taxes.
[12:47.120 --> 12:53.320]  Nobody's going to fess up to it now because I already kind of... If I had led you up to it and said, yeah, we're going to learn how to do this, everybody would raise their hand.
[12:53.380 --> 12:54.380]  Yeah, you're an idiot.
[12:54.520 --> 12:54.900]  Don't do that.
[12:55.580 --> 12:57.600]  You're an idiot if you do that for two reasons.
[12:57.760 --> 13:05.760]  Number one, it's kind of a dick move not to pay your taxes if you live in a country because you're making benefit of the services here.
[13:06.060 --> 13:13.760]  Number two, you're going to get caught because the IRS, in the United States at least, is pretty badass and they have all these abilities to ignore laws and do what they need to.
[13:14.360 --> 13:22.080]  So if you think you're going to hide your assets overseas and get away with it, you might, but it's mostly because they're just too busy to catch you and you don't have enough assets to go after.
[13:22.780 --> 13:29.780]  I did prison time with a lot of guys who went down for tax fraud, mostly chiropractors and dentists, oddly enough.
[13:29.780 --> 13:37.320]  The good news was I had a really well adjusted back in prison because lots of chiropractors, all I had to do was pay them a pack of ramen and they'd adjust her back.
[13:38.980 --> 13:43.640]  But they always tended to fall for this, don't pay taxes, do the overseas stuff, and the IRS would catch them.
[13:43.880 --> 13:48.780]  And the IRS has all sorts of super special powers to catch people that normal sort of corporate people don't.
[13:48.780 --> 13:57.320]  So if you think you're going to hide your money overseas from the IRS and everything else, I strongly discourage it and I genuinely discourage it.
[13:57.380 --> 13:59.440]  I don't do that myself and I'm not interested in doing it.
[13:59.660 --> 14:03.940]  However, what I'm teaching you here today can be used to do that and I'm honest about that.
[14:04.740 --> 14:05.460]  Why pretend?
[14:05.660 --> 14:06.380]  I mean, it's a vulnerability.
[14:06.640 --> 14:10.760]  These are bugs in the system in a sense that I'm talking about and they're real and they're there.
[14:10.760 --> 14:18.960]  You have to make a choice as a human being not to use them inappropriately, both for ethical reasons and because you'll get caught and get in big trouble and go to prison and prison is not fun.
[14:19.980 --> 14:30.700]  And then the second thing is that corporate law doesn't really have right and wrong embedded in it and consequently you can use corporate law to do bad stuff.
[14:31.620 --> 14:32.920]  I am going to ask this question.
[14:33.040 --> 14:35.440]  How many people think that in general corporations are bad?
[14:37.900 --> 14:38.260]  Okay.
[14:38.260 --> 14:38.620]  Good.
[14:38.820 --> 14:39.060]  Thank you.
[14:39.320 --> 14:41.240]  How many people think computers are bad?
[14:43.040 --> 14:43.400]  Okay.
[14:43.660 --> 14:44.040]  Got it.
[14:44.560 --> 14:45.740]  I'm kind of halfway there myself.
[14:46.980 --> 14:52.660]  I kind of think of them in the same way for the following reason and this is really part of my pitch today so I'm going to go ahead and start pitching my pitch.
[14:53.240 --> 14:54.500]  Corporations aren't good or bad.
[14:55.100 --> 14:56.040]  They just are.
[14:56.560 --> 14:56.660]  Okay.
[14:57.080 --> 14:58.920]  Corporations can be used to do all sorts of bad stuff.
[14:58.920 --> 15:09.400]  And people who lack a moral compass can use corporations to get around rules and moral prescriptions and do stupid stuff that has real consequences that are negative.
[15:10.000 --> 15:12.900]  But corporations themselves, it's just a body of rules.
[15:12.900 --> 15:14.060]  It's algorithmic.
[15:14.360 --> 15:19.440]  And I draw a parallel to computers in that computers can do all sorts of bad stuff too, right?
[15:19.620 --> 15:26.880]  If you put computers in the Pentagon and they use them to monitor everybody's communications, that's kind of bad.
[15:26.880 --> 15:28.640]  But it's not the computer's fault, is it?
[15:29.260 --> 15:30.560]  It's what you use it for.
[15:30.840 --> 15:34.540]  And so I really pitch people to say that corporations are neither good nor bad.
[15:34.940 --> 15:37.340]  They are a system that you can learn to use.
[15:37.500 --> 15:42.260]  And if you learn to use them intelligently, you can learn to use it to do good stuff, right?
[15:42.360 --> 15:46.120]  And so you kind of hack the system not to do evil, but to do good.
[15:46.220 --> 15:55.800]  And I think that's kind of the fun part of corporation law for me and corporate jurisprudence and everything else is that when you learn how to do this stuff, it gives you sort of extra special superpowers that you don't have otherwise.
[15:56.140 --> 15:56.780]  And it really does.
[15:57.100 --> 15:59.800]  I mean, I'm going to tell you why understanding corporations.
[16:00.220 --> 16:02.620]  It's like you have super... you have God-like powers.
[16:03.180 --> 16:04.500]  Genuinely God-like powers.
[16:06.060 --> 16:11.260]  So first of all, don't try to avoid taxes by doing overseas corporate stuff.
[16:11.860 --> 16:18.440]  And second of all, don't use overseas corporate stuff to launder proceeds of illicit activities like drug smuggling.
[16:18.980 --> 16:21.700]  I did not get charged with money laundering.
[16:22.520 --> 16:24.740]  And it's because I didn't do any money laundering.
[16:24.780 --> 16:25.740]  So that's why.
[16:26.720 --> 16:40.960]  If I would have been pushing money from smuggling activities overseas through bank accounts using corporate structures and nominee directors and living trusts and everything else, which I know how to do, when I got caught, they would have charged me with money laundering.
[16:41.060 --> 16:46.600]  And I would have done way more time for the money laundering than I did for the smuggling, even though I got caught with a huge quantity of cocaine.
[16:46.600 --> 16:50.020]  So they hate money laundering a lot.
[16:50.300 --> 16:51.800]  They're really mad about it a lot.
[16:52.260 --> 16:52.820]  Don't money launder.
[16:53.620 --> 16:58.400]  Don't take proceeds of crime and try to push it through overseas corporations because, boy, they get pissed off.
[16:58.720 --> 17:04.660]  Not only they get pissed off, but they'll catch you because if it has anything to do with the DEA, by the way, they don't have rules anymore.
[17:04.820 --> 17:08.480]  The DEA can do whatever they want, really, legitimately, whatever they want.
[17:08.480 --> 17:10.320]  They can seize overseas bank accounts.
[17:10.520 --> 17:17.320]  They can compel overseas governments to turn over information about companies domiciled in their area.
[17:17.520 --> 17:20.280]  They can break into offices and just take the records.
[17:20.440 --> 17:21.000]  They have guns.
[17:21.320 --> 17:22.380]  I've seen all this.
[17:22.660 --> 17:24.840]  I don't say this to criticize the DEA.
[17:24.920 --> 17:28.100]  In fact, I don't really think they're intrinsically evil.
[17:28.100 --> 17:28.840]  They don't set the rules.
[17:28.960 --> 17:30.020]  They just follow them, mostly.
[17:31.300 --> 17:33.580]  But they have powers that everybody else doesn't have.
[17:33.700 --> 17:40.300]  So I'm going to tell you some things today that, like, you can do this and you can do this, and then somebody, you know, somebody can't do this and somebody can't force you to do that.
[17:40.680 --> 17:45.740]  Somebody has a star behind it, and the star is except the DEA, because they can kind of do anything.
[17:46.020 --> 17:52.980]  And it's good to remember, don't assume that you can hide stuff overseas and they'll never be able to find me because I'm so clever.
[17:53.340 --> 17:56.100]  If it's illicit, you know, criminal proceeds, they can find you.
[17:56.200 --> 17:58.380]  And that's a footnote that goes through everything I say today.
[17:59.280 --> 18:03.500]  And so anyway, I hope somebody in here isn't thinking they're going to teach you how to hide your money in the Cayman Islands.
[18:03.860 --> 18:08.220]  I can't teach you how to do that because I don't know everything I know the DEA can get through.
[18:08.960 --> 18:14.300]  I actually know people who know how to do that and do it for a living, but I'm not going to tell you who they are, and I'm not going to give you advice about it.
[18:14.960 --> 18:18.600]  And I don't stay in touch with them anyway, so I don't know who they are anymore.
[18:19.960 --> 18:21.820]  This... and then finally, and then we'll get going here.
[18:21.960 --> 18:35.080]  This... this presentation follows up on a class I taught on entrepreneurship in federal prison for most of a year as a volunteer, and when I was in prison and trying to think of good things to do to partially make up for being a dick and getting caught smuggling,
[18:35.340 --> 18:47.480]  I thought, well, maybe I can teach some of the other folks in federal prison some things I know about entrepreneurship, so that when they get out, they're not struggling to get a job, you know, as a convicted felon, and they might be able to start their company or do whatever,
[18:47.540 --> 18:48.440]  and...
[18:48.880 --> 18:50.400]  and it was a really great experience.
[18:50.620 --> 19:00.780]  I met some really great people that are still friends, and some of them have started little companies that are really successful, and I really hope that some of them will start these freakishly successful companies that totally overshadow anything I've ever done,
[19:00.920 --> 19:02.100]  and maybe they'll mention me someday.
[19:02.380 --> 19:04.380]  Remember that guy who taught me in prison?
[19:04.900 --> 19:06.320]  It was a really amazing experience.
[19:06.500 --> 19:25.280]  We had, you know, White supremacists, Crips, Bloods, you name it, all sitting in a room, a whiteboard, no books, no materials, no Internet access to research anything, no research materials, and a room full of bored prisoners that could be watching TV or watch me do my shtick up here.
[19:25.500 --> 19:34.300]  And so, for four hours a week, I would try to keep everybody at least entertained enough to not walk out, or just start yelling from the back of the room, Spink, you're a dick.
[19:34.540 --> 19:35.560]  Spink, you suck.
[19:36.000 --> 19:37.060]  Thanks, appreciate it.
[19:37.340 --> 19:45.160]  So, I always figure I'll never have a crowd as tough as the crowd in prison, and it was kind of good because you just learn to take it all in stride.
[19:46.980 --> 19:50.020]  And I got asked a lot about the sort of overseas stuff, right?
[19:50.180 --> 19:53.500]  I mean, you've all seen the ads in magazines or heard somebody talk about it.
[19:53.580 --> 19:59.060]  Overseas corporations used an overseas company to an international, an IBC, International Business Corporation.
[19:59.420 --> 20:02.340]  You can, you know, shield your assets from creditors, blah, blah, blah.
[20:02.540 --> 20:03.600]  We've all heard about this stuff.
[20:03.820 --> 20:07.160]  Some of the folks sitting in this room probably know, I mean, a lot about this already.
[20:07.440 --> 20:08.800]  Some of you probably don't care.
[20:09.220 --> 20:11.480]  Some of you are curious and always wondered how it works.
[20:11.480 --> 20:18.520]  I got asked about this a lot by my students in class, and so I finally did a class on overseas structures, just from scratch.
[20:18.760 --> 20:27.380]  With the caveat at the beginning, don't use this to try to hide taxes because you'll end up like Dr. Hatch and Dr. So-and-so and Dr. So-and-so, who, you know, are doing time for tax fraud.
[20:27.560 --> 20:30.960]  So that always worked in prison really well because you can point to the people.
[20:32.560 --> 20:33.940]  And they're like, yeah, don't do this.
[20:34.020 --> 20:34.340]  It's bad.
[20:34.460 --> 20:34.840]  They caught me.
[20:35.880 --> 20:37.040]  Especially if you're a chiropractor.
[20:37.040 --> 20:38.540]  Because, boy, they go after those chiropractors.
[20:38.840 --> 20:39.540]  I tell you.
[20:39.840 --> 20:42.120]  It's because they get to call themselves doctors, but they're not really.
[20:42.500 --> 20:43.920]  That's why, I think.
[20:44.240 --> 20:45.460]  Because everybody's pissed off at them.
[20:45.760 --> 20:47.180]  I, you know, I don't get it.
[20:47.280 --> 20:48.000]  I think they're okay.
[20:49.660 --> 20:50.860]  So, okay.
[20:51.480 --> 20:52.660]  That's kind of my background pitch.
[20:52.740 --> 20:56.000]  It took up way too much time, I think, but it helps to kind of set the tone.
[20:57.760 --> 20:58.400]  Corporate law.
[20:59.420 --> 21:02.040]  I'm not going to lecture too much here.
[21:02.160 --> 21:03.020]  I'm going to do a little bit of background.
[21:03.280 --> 21:04.840]  Probably 10 or 15 minutes of background.
[21:05.180 --> 21:06.740]  10 minutes because I'm burned too much time.
[21:07.320 --> 21:08.680]  And then really try to do Q&A.
[21:09.440 --> 21:11.400]  And as I'm talking, ask questions.
[21:11.600 --> 21:13.900]  Really, this is not... I don't have slides or whatever.
[21:14.880 --> 21:15.500]  By choice.
[21:15.640 --> 21:21.040]  I don't do slides because if I wanted you guys to read a bunch of slides, I'd just print them out and give them to you.
[21:21.040 --> 21:21.700]  And then you could read them.
[21:21.820 --> 21:22.140]  You know what I mean?
[21:22.320 --> 21:23.740]  You could read them to you, really.
[21:23.920 --> 21:25.060]  You'd probably read all by yourself.
[21:27.320 --> 21:27.960]  Oh, yeah.
[21:28.080 --> 21:32.320]  Also, I live in Washington State on a farm.
[21:34.220 --> 21:37.100]  And I guess I'm kind of unusual.
[21:37.320 --> 21:39.580]  This actually ties into how I approach corporate law.
[21:39.720 --> 21:41.840]  And I'll try to convince you of this.
[21:41.840 --> 21:52.240]  I have kind of an unusual lifestyle in that my primary physical, emotional, and social bonds are with horses and dogs.
[21:52.460 --> 21:56.700]  So my family is really mostly composed of dogs and horses.
[21:56.960 --> 22:04.580]  My life partner, who I've been with for 10 years, is a famous athlete and very successful.
[22:04.580 --> 22:06.420]  Has his own fan club.
[22:07.600 --> 22:12.620]  And pays a lot of the bills around the farm, actually, with his work.
[22:12.900 --> 22:15.920]  He's also got four hooves and a tail.
[22:16.060 --> 22:18.880]  He's a show jumping stallion named Capone One.
[22:20.440 --> 22:26.800]  And anyway, he was actually kidnapped two months ago and is being held for ransom right now.
[22:27.680 --> 22:29.240]  And yeah, that's a whole other story.
[22:29.420 --> 22:31.640]  If you want to Google my name, you'll find all that stuff out.
[22:31.980 --> 22:33.660]  It's quite a freakish deal.
[22:34.480 --> 22:39.540]  And by the way, all the advice from the last session about how to deal with the press, that's really good advice.
[22:39.900 --> 22:40.940]  It's really good advice.
[22:41.080 --> 22:44.800]  Because I've been interviewed on ABC News and everything else about this thing lately.
[22:45.480 --> 22:48.740]  The front page of this Globe and Mail in Canada, blah, blah, blah.
[22:49.840 --> 22:51.820]  And that's really good advice that he's given you.
[22:52.040 --> 22:55.000]  I mean, just everything he said, I was like, yep, absolutely, absolutely, absolutely.
[22:55.940 --> 23:05.380]  But I'm probably one of the few people that has been interviewed on ABC News live and asked what it's like to have a partner who is a horse.
[23:05.600 --> 23:06.640]  It's like, yeah, that's me.
[23:06.760 --> 23:06.880]  Hi.
[23:08.440 --> 23:14.420]  I always joke about that and say, it's actually cool because I can always say that my boyfriend really is hung like a horse.
[23:15.160 --> 23:17.240]  People usually blush like, you can't say that.
[23:17.340 --> 23:17.680]  I did.
[23:17.780 --> 23:18.140]  I said it.
[23:18.400 --> 23:19.660]  I'm not really sorry about it.
[23:20.480 --> 23:25.580]  So I have kind of a different life that I live in a barn, actually, and with the guys and have for a long time.
[23:26.300 --> 23:34.560]  And I think that the fact that I grew up in kind of an unusual personal space colors the way I look at corporate law and a lot of other things.
[23:34.560 --> 23:40.500]  Because I tend to look at systems and how they work and try to understand them kind of as an outsider looking in.
[23:41.620 --> 23:46.800]  And don't automatically assume that systems are always going to be used for what they're intended to be used for.
[23:47.000 --> 23:50.600]  Which is probably how I ended up in the kind of hacker world broadly defined.
[23:51.200 --> 23:54.760]  Because I find an intrinsic joy in learning how stuff works.
[23:55.760 --> 23:57.560]  And then working around the rules.
[23:58.040 --> 24:01.000]  Because it's way more fun to work around the rules, I think, than just to break them.
[24:01.320 --> 24:03.580]  You don't really need to be all that creative to just break the rules.
[24:03.720 --> 24:06.320]  And after, you know, doing smuggling for a while, you kind of realize that.
[24:06.640 --> 24:12.400]  And so it's not as much fun to just ignore the rules as it is to follow them, but do creative stuff within that context.
[24:12.400 --> 24:16.960]  And so if you think about it, I mean, rules say... and now we're kind of into corporate stuff.
[24:17.420 --> 24:19.620]  There's a lot of stuff about how corporations work.
[24:20.640 --> 24:25.940]  Where it says you can't do this, and you can't do this, and you can't do this.
[24:26.140 --> 24:27.560]  This is mostly statutory law.
[24:27.780 --> 24:29.860]  Do you guys know the distinction between statutory and common law?
[24:30.040 --> 24:32.720]  I know this is something that I did in prison.
[24:33.740 --> 24:34.480]  It's important.
[24:35.040 --> 24:39.180]  Statutory law is the laws that governments pass that are like written.
[24:40.680 --> 24:50.020]  Statutes, section 861.33, the definition of narcotics offenses such that blah, blah, blah.
[24:50.220 --> 24:53.440]  It's... these are things that governments actually pass that are laws.
[24:53.720 --> 24:57.520]  And we think... most people think about laws as like, well, that's what laws are, right?
[24:58.100 --> 25:00.500]  Well, that's statutory law, the statutes that are passed.
[25:00.760 --> 25:02.200]  And then there's common law.
[25:02.580 --> 25:06.780]  And common law is what people refer to generally when they're talking about precedent.
[25:06.780 --> 25:13.320]  Common law is cases that have been adjudicated by a court in a particular jurisdiction.
[25:13.800 --> 25:17.500]  And to one degree or another, there's a principle that has come out of a case.
[25:17.960 --> 25:18.860]  Like U.S. v. Lawrence or U.S. v. Cabales, which was about search and seizure on narcotics cases.
[25:25.320 --> 25:28.600]  And that actual case saved me about ten years in federal prison.
[25:28.820 --> 25:30.480]  So I really like that one as an example.
[25:30.480 --> 25:33.560]  And that's a common law principle that came out of U.S. v. Cabales.
[25:35.720 --> 25:40.000]  And common law and statutory law together kind of are the rules of law.
[25:40.680 --> 25:45.960]  It's difficult because there's no place you can go to sort of look up the list of rules of common law.
[25:46.160 --> 25:54.520]  Because they're kind of scattered around all these rulings in cases in civil court that go back to like the Magna Carta in England.
[25:54.520 --> 26:05.520]  And so every once in a while you'll be talking to a lawyer about something and we're in this massive litigation, which actually involves international corporate structures, about Capone, my buddy who got kidnapped.
[26:05.700 --> 26:12.220]  Because he's actually owned by a company based in British Columbia that itself is owned by an overseas corporation based in the SHLs.
[26:14.200 --> 26:16.900]  And so there's all sorts of weirdness about that.
[26:17.980 --> 26:24.380]  It's also weird that he's owned by somebody because you're trying to sort of put that in your head that he's got owners.
[26:24.580 --> 26:25.240]  But it's not me.
[26:26.840 --> 26:27.500]  The horse.
[26:27.700 --> 26:28.480]  Yeah, this is the horse.
[26:28.980 --> 26:32.240]  He's owned by an investor group and has been for a long time.
[26:32.900 --> 26:38.600]  And so there's a lot of confusion actually in the press about his ownership because I always refer to him as my horse.
[26:39.660 --> 26:41.080]  Well, he's technically not my horse.
[26:41.180 --> 26:42.080]  He's owned by a corporation.
[26:43.080 --> 26:43.400]  Yeah, yeah.
[26:43.540 --> 26:44.560]  But I mean, who are the real owners?
[26:45.440 --> 26:46.000]  The corporation.
[26:46.740 --> 26:47.860]  Yeah, but who owns the corporation?
[26:48.380 --> 26:49.540]  Well, that's a different question.
[26:49.900 --> 26:51.600]  Well, no, it's not because they're the real owners of the horse.
[26:51.960 --> 26:52.300]  No, they're not.
[26:52.380 --> 26:53.460]  The corporation owns the horse.
[26:54.300 --> 26:55.240]  Well, then who owns the corporation?
[26:55.400 --> 26:56.940]  Actually, no, the corporation owns the corporation.
[26:57.200 --> 26:58.580]  Well, that's kind of shady.
[26:58.660 --> 26:59.140]  No, it's not.
[26:59.860 --> 27:02.560]  Well, you know, you need to tell us who the real owners of the horse are.
[27:02.700 --> 27:04.220]  Okay, so let me understand this.
[27:04.280 --> 27:08.740]  If somebody stole something from Microsoft, would your first question be, Well, who are the real owners of Microsoft?
[27:09.560 --> 27:11.120]  What do you mean, who are the real owners of Microsoft?
[27:11.300 --> 27:12.060]  It's got all these shareholders.
[27:12.740 --> 27:13.700]  They change every day.
[27:14.340 --> 27:18.060]  If you steal from Microsoft, you steal from Microsoft, not from all the individual shareholders.
[27:18.220 --> 27:19.280]  It's basic corporate law.
[27:19.780 --> 27:23.980]  And yet, I've been in arguments with people who should know better about this in the last couple of months.
[27:24.280 --> 27:24.900]  No, no, no.
[27:25.020 --> 27:26.440]  I mean, the shareholders are the real owners.
[27:26.500 --> 27:27.780]  The corporation is just a sham.
[27:28.460 --> 27:29.180]  Wrong answer.
[27:29.340 --> 27:31.740]  And that's really central to what I'm talking about today.
[27:32.260 --> 27:37.700]  But anyway, if you're talking with lawyers about stuff, They'll often cite common law that goes back to, like, the 1400s.
[27:38.760 --> 27:39.680]  Residutica or whatever.
[27:41.780 --> 27:43.800]  Habeas corpus, which we used to have in this country.
[27:43.920 --> 27:45.440]  Remember, we used to have that.
[27:45.600 --> 27:46.440]  And we don't anymore.
[27:47.580 --> 27:49.600]  And, I mean, these... yeah, it's kind of crazy.
[27:50.060 --> 27:53.180]  I mean, ten years ago, if you joked about that, everybody would have been like, oh, that'd be weird.
[27:53.300 --> 27:53.960]  But it's true.
[27:53.980 --> 27:54.580]  We don't.
[27:54.660 --> 27:55.580]  It got overturned.
[27:55.940 --> 28:03.720]  You don't have a right to have, like, a judge look at your case anymore as a U.S. citizen accused of committing a crime in the United States.
[28:04.600 --> 28:06.600]  I mean, they can just lock you up forever.
[28:06.920 --> 28:08.160]  That's scary to me.
[28:08.240 --> 28:09.080]  Because I've been locked up.
[28:10.020 --> 28:14.400]  And at least if you're locked up and there's kind of a system around you, you have some idea of what you're dealing with.
[28:15.140 --> 28:16.720]  And hopefully you have a release date.
[28:17.180 --> 28:19.640]  Some of the guys I know have release dates that are, like, 2163.
[28:19.960 --> 28:20.860]  And that's just bad.
[28:21.160 --> 28:22.180]  Like, ooh, wow.
[28:22.520 --> 28:26.180]  And this one guy actually got sentenced to 25.
[28:28.260 --> 28:29.860]  And it was a meth case.
[28:29.980 --> 28:31.140]  And he was a young guy.
[28:31.140 --> 28:32.680]  And he came back from sentencing.
[28:32.780 --> 28:33.500]  He was pretty broken up.
[28:33.620 --> 28:34.520]  And we said, oh, what did you get?
[28:34.860 --> 28:35.580]  You know, how'd it work?
[28:35.740 --> 28:36.780]  And he said, oh, I ended up with 25.
[28:37.400 --> 28:38.600]  I said, well, that's not really that bad.
[28:38.660 --> 28:41.880]  I mean, if you do the math, that's like, you know, October 07.
[28:42.080 --> 28:42.760]  You got your good time.
[28:42.860 --> 28:43.640]  Take a few months off.
[28:43.820 --> 28:45.000]  And then it's like, you know, May 07.
[28:45.000 --> 28:45.860]  You go to halfway house.
[28:46.060 --> 28:46.920]  No, 25 years.
[28:47.620 --> 28:48.200]  Oh, wow.
[28:48.340 --> 28:48.800]  Yeah, sorry.
[28:49.040 --> 28:49.260]  Oof.
[28:49.520 --> 28:50.280]  That's bad.
[28:50.680 --> 28:51.620]  That's a lot of time.
[28:54.680 --> 28:57.520]  So, but if you have a system around you, at least you know what you're dealing with.
[28:57.660 --> 29:00.700]  And the loss of habeas corpus means that they can just lock you up if they don't like you.
[29:01.260 --> 29:04.400]  And as somebody who is not liked by a lot of people, that scares me.
[29:04.460 --> 29:08.240]  Because I'm like the first person on the list they'd lock up if they could just lock up for no reason.
[29:08.640 --> 29:12.060]  Because I don't actually do anything wrong, but a lot of people don't like me because of the whole horses thing.
[29:13.620 --> 29:17.900]  So, there's common law and statutory law, and that's what governs how corporations work.
[29:18.800 --> 29:25.640]  And common law and statutory law, as my title says to the speech, vary by jurisdiction.
[29:26.220 --> 29:31.900]  When I refer to jurisdiction, I'm talking about the country, okay, that the laws apply in.
[29:32.240 --> 29:38.160]  And this is where we start talking about the nuts and bolts of how corporate law fits together as a system.
[29:38.160 --> 29:46.620]  And rather than me starting at the bottom and working up with sort of definitions of basic principles of corporate law or whatever, I try to start at the top and work down.
[29:47.580 --> 29:50.920]  Because if you go to law school and study corporate law, you do that from bottom up.
[29:51.440 --> 29:53.200]  It takes a long time to see the big picture.
[29:53.360 --> 30:04.920]  And so my goal today, in a relatively quick period here, is to start at the top and push down to give a big, broad overview of how all this stuff works at a very high level, while ignoring a lot of the details.
[30:05.920 --> 30:09.700]  And that doesn't mean we'll know all the details by the end of today, but at least we'll know a little bit.
[30:11.280 --> 30:13.240]  Corporations exist in the context of jurisdictions.
[30:14.680 --> 30:18.840]  Jurisdictions are basically the country that, you know, that you're talking about.
[30:19.320 --> 30:23.820]  There's 180, what, 184 countries in the world and some weird principalities.
[30:24.120 --> 30:27.080]  Like Singapore is a principality or a city-state or whatever.
[30:27.200 --> 30:28.400]  Does that count as a country or not?
[30:28.680 --> 30:30.660]  What the hell is a city-state anyway, you know?
[30:30.660 --> 30:32.080]  I think it does count as a country.
[30:32.880 --> 30:36.360]  But there's some grey... there's actually grey areas of what's a country and what isn't.
[30:36.460 --> 30:38.160]  And there's corporate law issues.
[30:38.620 --> 30:48.800]  Like St. Kitts in the Caribbean is an interesting corporate jurisdiction, because it's sort of governed by Dutch law, sort of.
[30:49.120 --> 30:53.440]  But it's not a Dutch colony anymore, because they don't really have colonies, right?
[30:54.000 --> 30:58.600]  But it kind of still is, because it doesn't really have its own government yet, sort of.
[30:59.020 --> 31:04.680]  So if you have your corporations based there, you're in this sort of interesting grey area where you're kind of part of a separate country but not.
[31:04.920 --> 31:12.600]  And then if things go really bad, you can always go to Dutch, you know, to Holland and use the Netherlands law to, you know, try to make sure your rights are upheld.
[31:14.380 --> 31:15.320]  CHLs are like that too.
[31:15.500 --> 31:18.840]  It's a British principality in the Indian Ocean.
[31:19.240 --> 31:21.040]  I don't know what... I mean, principality.
[31:21.180 --> 31:22.680]  I'm not an international lawyer like that.
[31:22.820 --> 31:27.620]  But it's not really... it's kind of its own country, except it operates under British common law.
[31:27.960 --> 31:30.440]  And almost kind of under British rules of civil procedure.
[31:30.700 --> 31:36.160]  So if you're in the CHLs and you understand British common law fairly well, that's more or less the rules that apply in the CHLs.
[31:36.300 --> 31:40.680]  And that is why people like to do business there, because we all kind of understand English common law to a degree.
[31:40.720 --> 31:46.900]  And you get more or less the benefits of English common law without some of the drawbacks of actually being incorporated in the United Kingdom itself.
[31:48.040 --> 31:51.280]  So jurisdiction is where we're talking about physically.
[31:51.620 --> 31:54.580]  But not really so much physically as what rules we're operating under.
[31:55.300 --> 31:57.420]  Because you've got common law and statutory law.
[31:58.060 --> 32:01.820]  And those common law and statutory law principles only apply in given jurisdictions.
[32:01.820 --> 32:03.280]  If you think about like stovepipes.
[32:04.400 --> 32:07.800]  Like France has its own common law and statutory...
[32:07.800 --> 32:10.940]  I mean, every jurisdiction has statutory law because they pass their own laws, right?
[32:11.100 --> 32:11.820]  And you can read those.
[32:11.920 --> 32:12.580]  Those are kind of easy.
[32:12.580 --> 32:17.060]  Every jurisdiction has common law provisions that have built up, you know, over time.
[32:17.720 --> 32:21.840]  And France has its own standard sort of common law basis.
[32:22.280 --> 32:24.140]  And does anybody know what that's called in France?
[32:24.280 --> 32:26.940]  Like the sort of core precepts of common law in France?
[32:28.360 --> 32:28.800]  Absolutely.
[32:28.800 --> 32:29.680]  The Napoleonic Code.
[32:30.280 --> 32:32.140]  Which gives you an idea of what we're talking about here.
[32:32.140 --> 32:35.240]  I mean, some of this stuff was actually codified initially by Napoleon and his advisors.
[32:35.660 --> 32:38.340]  As basic principles of law back in the day.
[32:38.800 --> 32:42.020]  When he was doing, you know, the whole hold your hand like that thing.
[32:42.920 --> 32:45.200]  And they're still in effect to a degree.
[32:45.400 --> 32:46.280]  At least the principles are.
[32:47.000 --> 32:54.220]  Does anybody know the state in the United States whose common law foundation is actually the Napoleonic Code and not English common law?
[32:55.080 --> 32:55.760]  Nicely done.
[32:55.940 --> 32:56.600]  Wow, that's crazy.
[32:56.740 --> 32:57.620]  You guys are definitely geeks.
[32:57.620 --> 32:59.960]  Because normally you ask a group of people that and they're like, what?
[33:00.520 --> 33:01.720]  Half the room knew that here.
[33:01.860 --> 33:02.340]  Yes, go ahead.
[33:02.980 --> 33:04.000]  Yeah, Louisiana, for sure.
[33:04.600 --> 33:07.820]  And that makes a big difference if you're doing, you know, corporation stuff in Louisiana.
[33:07.980 --> 33:12.600]  Because all the common law stuff I'm talking about under English common law, it kind of doesn't apply if you're in Louisiana.
[33:13.420 --> 33:14.280]  Which is crazy.
[33:14.460 --> 33:16.160]  Like there's 49 states and then there's Louisiana.
[33:16.380 --> 33:17.980]  And they operate under the Napoleonic Code.
[33:18.080 --> 33:18.720]  You've got to be kidding me.
[33:18.740 --> 33:19.200]  That's bizarre.
[33:19.360 --> 33:21.840]  I mean, when my law professor first told me that, I thought he was joking.
[33:21.960 --> 33:22.600]  Like, oh, that'd be funny.
[33:22.720 --> 33:23.300]  No, it's true.
[33:23.580 --> 33:24.220]  Oh, come on.
[33:24.360 --> 33:25.200]  You're totally bullshitting me.
[33:25.240 --> 33:25.760]  No, it's true.
[33:25.760 --> 33:27.080]  I made him show it to me in a book.
[33:27.320 --> 33:28.440]  Like, oh my God, it's true.
[33:29.480 --> 33:31.360]  There's all sorts of weirdness like that in law.
[33:31.540 --> 33:32.520]  And that's partly why it's fun.
[33:33.280 --> 33:34.360]  Anybody in here study Latin?
[33:35.040 --> 33:35.360]  Anybody?
[33:36.020 --> 33:36.280]  Right?
[33:36.520 --> 33:39.020]  So if you study Latin, you learn the rules.
[33:39.960 --> 33:40.740]  That's the easy part.
[33:40.820 --> 33:42.160]  Then you learn all the exceptions to the rules.
[33:42.300 --> 33:44.900]  Because that's what really matters when you're studying Latin, if you're going to have proper grammar.
[33:45.660 --> 33:46.600]  Corporate law is a lot like that.
[33:46.660 --> 33:48.060]  You learn the rules and then you learn the exceptions.
[33:48.360 --> 33:49.700]  And Louisiana is the exception.
[33:49.700 --> 33:53.760]  So jurisdictions are where a company is based.
[33:55.020 --> 33:58.060]  And then let's do three minutes on what companies are.
[33:59.420 --> 34:04.820]  When did corporations or corporate-like structures first come into being?
[34:06.820 --> 34:07.540]  Anybody?
[34:07.540 --> 34:08.260]  Roughly.
[34:08.420 --> 34:08.900]  Not a day.
[34:10.880 --> 34:12.220]  Earlier, I think.
[34:12.340 --> 34:13.960]  It's more like the 1700s, right?
[34:15.640 --> 34:16.000]  Absolutely.
[34:16.500 --> 34:19.520]  It was kind of the English that came up with this during the Age of Empire.
[34:19.840 --> 34:22.220]  And the Dutch were shortly, you know, coming along afterwards.
[34:22.620 --> 34:23.640]  And here's the deal.
[34:23.800 --> 34:30.160]  The English, at least I know this particular example, the English wanted to encourage people...
[34:30.600 --> 34:35.820]  There's also some continental examples of this that date back to like the 1600s, but I'm not going to get too tangled in it.
[34:36.080 --> 34:39.560]  A historian of corporate structure would be able to do this really well, but I'm not.
[34:39.560 --> 34:50.220]  The English really wanted to encourage traders to develop their empire in like Southeast Asia.
[34:50.440 --> 35:08.180]  And they wanted to come up with a way to encourage people to invest money in trading projects with the empire-held components in Southeast Asia, right?
[35:08.180 --> 35:15.440]  And if you owned a ship or something, you have to take a risk of sending your ship there to get spices or whatever, and then bring them back to England, and you can sell the spices and make a lot of money.
[35:15.540 --> 35:16.340]  But it's a big risk.
[35:16.700 --> 35:27.140]  And the problem was that back in those days, you owned the ship yourself personally, and if things went sideways and the ship sank or something, and you owed people money, they put you in prison for the rest of your life.
[35:28.400 --> 35:28.960]  Debtor's prison.
[35:29.120 --> 35:30.800]  Remember people joke about debtor's prison?
[35:31.060 --> 35:32.100]  Well, it exists.
[35:32.220 --> 35:34.080]  Actually, they still have them in England, which is just weird.
[35:34.600 --> 35:40.080]  I don't know how you end up in debtor's prison anymore because it's not supposed to count, but there is still technically debtor's prison in England.
[35:40.860 --> 35:42.860]  Somebody whose English could maybe explain this to me.
[35:45.480 --> 35:52.600]  And anyway, so if you went bankrupt and something went bad and you owed people money, you were hit for life.
[35:52.960 --> 35:55.620]  Like, there was no bankrupt, in fact, because it was you.
[35:55.820 --> 35:57.860]  It was like your name was on the documents.
[35:57.860 --> 35:58.760]  You were done.
[35:58.760 --> 36:10.560]  And so if your ship sank going to East India or wherever on a trading mission, and you owed all this money to all these people, you know, you're shot.
[36:10.860 --> 36:16.000]  So people were not really that interested in risking everything to do these trading ventures.
[36:16.620 --> 36:23.480]  So whichever queen was queen at the time, somebody who's better at history than me can say, one of the Elizabeth's probably.
[36:24.020 --> 36:24.760]  It's my guess.
[36:25.620 --> 36:35.560]  They wanted to come up with a way to encourage people to take more risks financially by knowing that they wouldn't necessarily personally be on the hook for the rest of their lives if something went wrong.
[36:35.720 --> 36:35.800]  Okay.
[36:35.880 --> 36:38.260]  That's the foundation of corporate structure, really.
[36:38.440 --> 36:38.620]  The core.
[36:38.780 --> 36:39.520]  That's my argument.
[36:39.940 --> 36:41.960]  Other people might say something different, but that's my argument.
[36:42.020 --> 36:42.620]  I'm sticking to it.
[36:42.620 --> 36:57.160]  The idea was to create a solid floor of the bottom, the max or the ceiling, the maximum risk that individuals would take in making economic bets on business ventures.
[36:57.920 --> 37:08.640]  And corporations evolved out of that basic principle that we want to shield a certain degree of unlimited downside liability for individual people to encourage them to invest in risky ventures.
[37:09.340 --> 37:13.480]  That matters because that's still the principle that applies today to corporations.
[37:13.900 --> 37:22.520]  And that's the principle that underlies all corporate law is that you're trying to create corporate structures that encourage people to take risk by minimizing the liability that they face if things go wrong.
[37:22.940 --> 37:31.760]  So one of the core principles of corporate law is that there's a split between personal liability and corporate liability.
[37:32.840 --> 37:37.800]  And one of the key components of corporate law is that...
[37:38.760 --> 37:40.280]  Okay, I'm going to ask you guys a question.
[37:40.660 --> 37:47.220]  Do corporations or people have more... like human beings have more rights under law?
[37:53.520 --> 37:54.680]  Kind of, yes.
[37:55.980 --> 37:56.500]  There's...
[37:57.560 --> 37:58.080]  Absolutely.
[37:58.080 --> 38:01.160]  The theory is that human beings have like, you know, human rights and stuff.
[38:01.840 --> 38:06.520]  That was kind of a trick question because the answer is that corporations are treated as people under English common law.
[38:07.220 --> 38:08.960]  They are fictitious people.
[38:09.580 --> 38:13.280]  And sometimes you hear conspiracy theorists talk about this kind of thing and you think, yeah, whatever, that's not true.
[38:13.500 --> 38:25.640]  But in fact, the way that the system was hacked when corporations were created was to make these fake people up out of thin air and treat them as people.
[38:26.600 --> 38:27.520]  That's actually true.
[38:27.520 --> 38:34.820]  Now, there's been some constraints put around them and some limitations and there's corporate privilege and there's some details of corporate privilege that have evolved away from people.
[38:35.280 --> 38:39.120]  And people have, like used to anyway, have habeas corpus rights and corporations don't.
[38:39.660 --> 38:40.580]  Stuff like that.
[38:40.780 --> 38:43.900]  But at a core basis, corporations are fake people.
[38:44.860 --> 38:48.720]  That doesn't mean that they're bad, evil people or that, you know, gee, they're fake, they're bad.
[38:49.140 --> 38:50.140]  Just accept it.
[38:50.280 --> 39:00.080]  Their basic framework around corporations in English common law and in the Napoleonic code is that they are like little artificial people is the phrase they use in a lot of textbooks.
[39:00.780 --> 39:04.120]  Except they're kind of different from people because they never die, right?
[39:04.260 --> 39:05.800]  But I mean, at least natural life, they never die.
[39:06.100 --> 39:07.380]  And you can't put them in prison.
[39:08.400 --> 39:09.740]  How do you put a corporation in prison?
[39:10.160 --> 39:13.740]  Theoretically, you can actually revoke their charter and make them go away.
[39:13.860 --> 39:14.900]  But that never happens.
[39:14.900 --> 39:16.060]  It should, but it doesn't.
[39:16.120 --> 39:18.940]  Did anybody see the movie, The Corporation?
[39:19.460 --> 39:20.880]  It's a pretty popular movie.
[39:21.060 --> 39:21.920]  It's kind of cool.
[39:21.920 --> 39:22.660]  I liked it.
[39:22.720 --> 39:26.720]  The only thing I didn't like about it, I think it's pretty accurate, is that they sort of demonize the whole concept of corporation.
[39:26.780 --> 39:29.480]  And as I said at the beginning, why demonize the concept?
[39:29.600 --> 39:31.760]  Learn it and make it better or use it to do good stuff.
[39:32.780 --> 39:34.180]  Corporations are artificial people.
[39:34.560 --> 39:36.060]  They are created out of thin air.
[39:36.240 --> 39:42.600]  When you make a corporation, you go to the jurisdiction you've chosen, which could be the United States or France or wherever we choose.
[39:42.760 --> 39:44.940]  And we'll do quick jurisdictional, you know, details.
[39:46.660 --> 39:51.520]  And you create a person out of thin air by signing a document with the government.
[39:51.640 --> 39:53.180]  And the government says, we're going to create a new person.
[39:53.240 --> 39:56.140]  And it's called corporation so-and-so, you know, so-and-so, Inc., whatever.
[39:56.400 --> 40:00.160]  This pretty much is the same in whatever jurisdiction in the world you're making a corporation.
[40:00.460 --> 40:04.990]  It used to be that getting a corporation created required the Queen herself to sign off on it, like in the 1700s.
[40:05.680 --> 40:06.800]  It was like a big deal.
[40:06.800 --> 40:11.180]  And nowadays, you can just, you know, do it online for 100 bucks, which is kind of crazy.
[40:11.340 --> 40:12.240]  You can create your own people.
[40:12.660 --> 40:14.860]  You can make fake people out of thin air, and you can.
[40:16.440 --> 40:18.360]  And I hinted at godlike powers.
[40:19.360 --> 40:31.900]  You have godlike powers with corporations because you can create a person out of thin air that is fake and has no human rights and is like the perfect slave in that sense because it's not, you know, doesn't, you don't have to treat it with respect.
[40:32.200 --> 40:34.640]  And you can make it do stuff, whatever you want.
[40:35.180 --> 40:39.000]  It's like you're a puppeteer behind the scenes, and you can make it do stuff on your behalf.
[40:39.500 --> 40:45.400]  And then if things go really wrong, you can cut the cord and leave it to, you know, to sink or swim on its own and say, well, you're not my problem.
[40:45.500 --> 40:46.140]  I disown you.
[40:46.460 --> 40:49.000]  I mean, that's weird, but true.
[40:49.180 --> 40:50.180]  That's what corporations are.
[40:51.040 --> 40:53.560]  And that is the way the system has evolved over time.
[40:55.680 --> 40:59.760]  And it's a godlike power because you're able to make creatures that you can then control.
[41:00.060 --> 41:01.480]  There's some constraints around that.
[41:01.480 --> 41:17.720]  If you use corporations to do, obviously, criminal stuff like money laundering or whatever, then the law will go blow right through the corporation and come at you personally, whether you're a director, an officer, or a shareholder, they just, they stop pretending that the corporation is a person and they just come after you and they put you in prison.
[41:18.300 --> 41:21.080]  Does anybody know the technical phrase when that happens?
[41:22.480 --> 41:23.840]  Piercing the corporate veil, exactly.
[41:24.080 --> 41:27.360]  And you hear that a lot in corporate law, piercing the corporate veil.
[41:27.780 --> 41:29.100]  That varies by jurisdiction.
[41:29.380 --> 41:41.260]  But broadly defined, if you do bad and or sloppy stuff with a corporation and you don't follow the rules, then you lose the privilege of having a corporation as a sort of a fake person that stands in front of you.
[41:41.340 --> 41:44.120]  And they breach the corporate veil and then they come after you personally.
[41:44.800 --> 41:52.480]  With respect to jurisdiction, and then we'll do a quick little privacy thing and then five minutes of questions, you can choose where your corporation is incorporated.
[41:53.400 --> 41:56.580]  It's chartered, it's created, these are all the same words, anywhere in the world.
[41:56.840 --> 42:00.040]  Does your corporation have to be incorporated where it operates?
[42:01.520 --> 42:02.960]  Is it better if it is?
[42:04.400 --> 42:06.580]  Are we... seven minutes?
[42:06.740 --> 42:07.460]  Oh, I can't read that.
[42:07.580 --> 42:07.820]  Thank you.
[42:07.820 --> 42:09.320]  My eyes aren't anywhere close.
[42:09.480 --> 42:10.000]  I'm just like, whoa.
[42:10.560 --> 42:10.720]  Okay.
[42:12.260 --> 42:15.720]  No, is it shady if you're incorporated someplace other than where you operate?
[42:16.360 --> 42:17.400]  No, it's really not.
[42:17.680 --> 42:18.820]  People will say that.
[42:20.140 --> 42:21.560]  Are shell corporations bad?
[42:22.720 --> 42:23.120]  No.
[42:23.380 --> 42:26.000]  I don't know why that has like such a bad energy to it.
[42:26.080 --> 42:30.440]  In fact, there's articles that were written about me that accused me of being involved in a web of shell corporations.
[42:31.140 --> 42:31.540]  What?
[42:31.740 --> 42:32.840]  I don't even know what that means.
[42:33.060 --> 42:34.440]  A web of shell corporations.
[42:34.600 --> 42:35.340]  No, they're just corporations.
[42:35.340 --> 42:39.160]  A shell corporation, by definition, is a corporation that doesn't have any assets yet.
[42:39.900 --> 42:42.820]  That doesn't mean it's like evil or it's shady or it's dodgy.
[42:42.940 --> 42:43.820]  It just doesn't have any assets yet.
[42:43.820 --> 42:44.880]  It's just kind of an empty shell.
[42:45.220 --> 42:49.520]  So that's... every corporation when it's first created basically is a shell corporation and then you put stuff in it.
[42:50.480 --> 42:53.880]  Corporations have two components to them in whatever jurisdiction.
[42:54.120 --> 42:56.980]  They have the owners, unless they're non-profits in which case they don't.
[42:58.100 --> 43:03.380]  And then they have the board of directors, however defined.
[43:03.380 --> 43:06.620]  The owners are the people who have sort of the economic interest in it.
[43:07.700 --> 43:15.120]  And then the board of directors is the people who are responsible for making the day to day decisions with respect to the company on behalf of the owners.
[43:16.860 --> 43:18.780]  Do the owners and board members have to be the same?
[43:20.380 --> 43:20.820]  Okay.
[43:22.320 --> 43:26.180]  Do you have to disclose when you create your company who the owners are?
[43:29.750 --> 43:30.190]  Outstanding.
[43:30.310 --> 43:30.770]  Trick question.
[43:30.950 --> 43:31.890]  It depends on what jurisdiction.
[43:32.170 --> 43:34.510]  And this is core jurisdictional stuff.
[43:35.210 --> 43:47.230]  Some things that vary a lot by jurisdiction are the common law provisions that you're operating under, the expense of creating a corporation, and the rules under which you have to disclose ownership in the corporation to the government or whoever.
[43:47.490 --> 43:59.570]  There are states like California, for example, where you have to keep the state appraised of all the owners of the corporation and any changes in ownership of the corporation throughout the duration of your corporation if you're incorporated in California.
[44:00.150 --> 44:04.630]  That's, you know, if you have any sort of privacy concerns about life in general, that's kind of like, whoa.
[44:05.270 --> 44:16.010]  And then there's states like Nevada where the state doesn't even keep track of ownership, doesn't want to know from day one who the owners are, and has no real desire to poke its nose in and claim that it has a right to know who the owners are.
[44:16.190 --> 44:30.430]  And then there's overseas jurisdictions like Vanuatu or the CHLs or whatever, where protection of ownership information is like a top priority for the government themselves, Lichtenstein, and they will not disclose that information if somebody wants it.
[44:31.430 --> 44:39.990]  Are board members... is it necessary to disclose sort of in public nature who are board members of companies in most jurisdictions?
[44:40.310 --> 44:41.030]  Yes, it is.
[44:41.550 --> 44:43.690]  Okay, so board members are sort of the public face of the owners.
[44:43.950 --> 44:48.090]  The board stands in for the owners and the board takes actions on behalf of the owners.
[44:48.970 --> 45:03.350]  The board does not have to be the owners, and a lot of overseas jurisdictional stuff happens And this happens by having a nominee board, which pretty much every board is really, and it's a board that's composed of people who act on behalf of the economic owners.
[45:04.090 --> 45:05.850]  And stop.
[45:06.170 --> 45:06.410]  Okay.
[45:06.550 --> 45:07.690]  That was a fast seven minutes.
[45:08.110 --> 45:08.230]  Wow.
[45:08.430 --> 45:08.630]  Stop.
[45:08.950 --> 45:09.530]  Four minutes.
[45:09.830 --> 45:09.990]  Okay.
[45:10.230 --> 45:10.530]  Thank you.
[45:10.730 --> 45:10.910]  Whoa.
[45:12.490 --> 45:13.130]  Got it.
[45:13.270 --> 45:13.650]  Four minutes.
[45:13.830 --> 45:14.010]  Okay.
[45:17.210 --> 45:19.050]  So the board has to be publicly known.
[45:19.310 --> 45:20.630]  The shareholders don't.
[45:21.510 --> 45:24.490]  The shareholders are not liable for the actions of the company unless the company does.
[45:24.510 --> 45:25.450]  Bad stuff.
[45:25.790 --> 45:27.250]  Companies can open bank accounts.
[45:27.450 --> 45:28.510]  Companies can own assets.
[45:28.770 --> 45:30.030]  Companies can invest in stuff.
[45:30.190 --> 45:31.470]  Companies can own other companies.
[45:32.170 --> 45:33.210]  Companies can be dissolved.
[45:33.450 --> 45:34.410]  Companies can be changed.
[45:34.670 --> 45:35.410]  Companies can be bought.
[45:35.530 --> 45:36.470]  Companies can be sold.
[45:36.770 --> 45:43.830]  By using companies in whatever jurisdiction you choose, you can keep your ownership or whoever's ownership of the company's private.
[45:44.330 --> 45:49.130]  If you own assets and you don't want the whole world to know that you own assets, put them in a company.
[45:49.690 --> 45:54.430]  Pick a jurisdiction where the shareholders aren't spread, you know, all over for anybody to see.
[45:58.430 --> 45:59.950]  who really owns it.
[46:00.190 --> 46:03.710]  The company does.
[46:03.950 --> 46:06.050]  Well, who really owns the company, none of your god damned business.
[46:06.770 --> 46:12.910]  and I've had interviews lately where people are asking who really owns Capone, the company that owns Capone.
[46:13.070 --> 46:15.990]  Well, this company, Exit Point Stallions.
[46:16.410 --> 46:20.490]  were ones Exit Point Stallions, none of your god damn business, we want you to tell us.
[46:20.490 --> 46:30.230]  I'm actually, as a board member of Exit Point Stallions, constrained by confidentiality provisions in my board agreement with them that I can't disclose who the owners are and that I would be in breach of contract if I did.
[46:31.410 --> 46:35.910]  So protecting the privacy of your owners is like protecting the privacy of anything else in your life.
[46:36.130 --> 46:38.030]  It can be an intrinsically good thing.
[46:38.490 --> 46:49.210]  And I would encourage you to think about any components of your life that you have or business ventures or whatever that you don't necessarily or somebody doesn't necessarily want to be personally stuck to as an owner.
[46:49.830 --> 46:59.290]  You can create a corporation wherever or a corporation that owns another corporation wherever and put that stuff one step away from you while still controlling everything that it does through a nominee directorship.
[46:59.970 --> 47:01.790]  And not doing anything shady, illegal, or inappropriate.
[47:02.030 --> 47:03.470]  That's what corporations were designed for.
[47:04.430 --> 47:09.990]  And then final comment and then time for one question, which is great, typical for me.
[47:11.530 --> 47:13.690]  If anybody follow... Yes, go ahead, please.
[47:18.130 --> 47:19.090]  I'll repeat it.
[47:19.530 --> 47:20.130]  Okay, go ahead.
[47:20.130 --> 47:20.910]  Hello.
[47:21.270 --> 47:29.990]  What do you know about the Delaware Corporation Internal Revenue Service, which was incorporated by the Treasury Department to collect debts due to the United States?
[47:30.550 --> 47:31.430]  P.P.S.
[47:31.510 --> 47:33.790]  Congress never chartered the IRS.
[47:34.050 --> 47:35.470]  I have heard these arguments before.
[47:35.470 --> 47:37.230]  I don't know the answer to that question.
[47:37.450 --> 47:37.730]  Go ahead.
[47:38.010 --> 47:43.370]  Very briefly, given the erosion of rights, what do we do as citizens to try and get the right of habeas corpus?
[47:44.570 --> 47:45.770]  Jesus, I have no idea.
[47:46.010 --> 47:46.590]  Good luck with that.
[47:47.830 --> 47:50.950]  Move to a different country that still has it, like Canada.
[47:51.350 --> 47:54.710]  It's funny because, you know, England has more human rights than we do now.
[47:54.910 --> 48:00.010]  And remember, we had a big revolution and stuff because we were tired of the way they were treating us and now we're worse than they are.
[48:01.070 --> 48:02.610]  Thank you for listening to me ramble.
[48:02.890 --> 48:03.710]  I appreciate it.
[48:03.890 --> 48:05.350]  Any other questions, comments?
[48:06.770 --> 48:08.350]  Corporation stuff is actually really fun.
[48:08.610 --> 48:10.830]  You can learn how to do it and you can do cool stuff with corporations.
[48:11.010 --> 48:12.130]  Don't be intimidated by them.
[48:12.290 --> 48:14.230]  They're way simpler than computers are.
[48:14.350 --> 48:16.770]  And the laws of corporate law are way simpler than coding.
[48:17.090 --> 48:20.110]  So if you want to learn how corporations work, you can probably do it in a week.
[48:20.330 --> 48:21.970]  And then you can do all sorts of fun stuff with that.
[48:21.970 --> 48:23.870]  If you've got any questions, I'll be around.
[48:28.090 --> 48:29.390]  Best talk I've ever had.
[48:30.410 --> 48:31.130]  Thank you.