[JumpCrisscross]

> sources saying it's only about jobs open to Washington residents?

Washington state can't regulate how Microsoft hires people in Texas.

Microsoft Corp. isn't even a Washington legal entity. (EDIT: Never mind, I stand corrected [1]. In any case, the broader point stands. Delaware doesn't get to regulate how its entities hire outside Delaware. This is well-settled employment/interstate commerce law.)

[1] https://www.sec.gov/ix?doc=/Archives/edgar/data/789019/00015...

[andjd]

Legally, a company is subject to state laws of their state of incorporation (usually Delaware, for various reasons) _and_ their state of 'domicile', usually where they are headquartered. They are also subject to state laws in states where they operate.

So yes, in this situation, even if MS were incorporated in Delaware, Washington state could pass laws that bind how the company acts anywhere in the world.

Washington also isn't the only state passing this style of law. Putting up the systems and processes to comply with this law only for Washington-based positions would probably not be worth it.

[JumpCrisscross]

> even if MS were incorporated in Delaware, Washington state could pass laws that bind how the company acts anywhere in the world

This is not true [1]. It's especially untrue with respect to employment, a domain in which federal statute has a lot to say about who can regulate whom.

[1] https://en.wikipedia.org/wiki/Dormant_Commerce_Clause

[LargeWu]

You are misreading this. The Dormant Commerce Clause is relevant when talking about applying laws unequally for the purpose of protecting in-state commercial entities. For instance, if companies based out of state were subject to salary disclosure laws, but Washington based companies were not.

In this case, Dormant Commerce does not apply since the salary disclosure laws apply to any company operating in the state, regardless of where they're headquartered or incorporated. It applies equally to all.

[lozenge]

That's specific to state protectionism though. The law applies equally to jobs posted inside and outside the state so the Dormant Commerce Clause is not relevant.

[willcipriano]

I pretty sure if you headquartered your marijuana company in a state where it's illegal you'd run into problems, even if you didn't grow or sell it in that state.

[oneoff786]

I don’t think that’s true?

[willcipriano]

"Conspiracy to commit drug trafficking" would probably fit the bill. I think they could just call in the feds because from the state and federal perspective you are running a drug empire from that office.

[yieldcrv]

Nah, state level would have no jurisdiction over the criminal action and feds arent caring right now, but focusing on the state level you can also just form a branch

So you go online and fill out an LLC for another state, and just say you are licensing your brand name to that LLC in another state that is doing all the sales in that state

[willcipriano]

"Your honor, this man, doing business as "weed.com", collected the proceeds from four thousand individual sales of marijuana from his office at 123 Fake Street."

It's illegal to do that. What's the defense, it's legal to do that somewhere else?

That part of the justice system doesn't play around. There are people in jail for felony murder for selling the baggies to the guy who sold the drugs to the guy who overdosed.

[yieldcrv]

It’s legal to license a brand name to an organization in another state

Thats the only action that occurred in the state

[oneoff786]

But it’s not trafficking if you don’t move it across state lines?

[brewdad]

But your state of domicile would happily seize your ill-gotten gains the minute you try to bring the money home. You may not be moving the drug across state lines but the money certainly would.

[oneoff786]

Pretty sure you’re just making that up. That doesn’t make any sense. State laws don’t declare something is illegal anywhere. They declare they’re illegal within that state. It’s perfectly fine to do such things in other states.

[zeroonetwothree]

The feds don’t seem very concerned with marijuana lately

[fartcannon]

That's hardly the point.

[decebalus1]

What are you even talking about?

> Microsoft was incorporated in the state of Washington on June 25, 1981; reincorporated in the state of Delaware on September 19, 1986; and reincorporated in the state of Washington on September 22, 1993.

https://app.quotemedia.com/data/downloadFiling?webmasterId=9...

Washington (State or Other Jurisdiction of Incorporation)

[dnissley]

Just to take this a bit farther... if Washington state can regulate Washington incorporated entities, can it regulate them to act in a way that would violate laws in other states?

[malwarebytess]

Here's an example.

California passes a law, and because doing business in California is good for the bottom line they will comply with the law, and in so doing set a new defacto national standard. But, if this burden becomes too onerous, the business can simply not do business with California or move out of California. But, California is such a large market it's quite a high burden to reach.

[CountSessine]

This isn't epwr's claim. His claim is that Washington has written and passed a law that binds Microsoft's operations outside Washington state, which I'm pretty sure would violate the commerce clause.

[dragonwriter]

> His claim is that Washington has written and passed a law that binds Microsoft's operations outside Washington state, which I'm pretty sure would violate the commerce clause.

The commerce clause does not prevent states from having laws which impact interstate commerce unless:

(1) They are preempted by federal exercise of commerce clause powers (though that's really a supremacy clause issue), or

(2) they discriminate against or excessively burden interstate commerce (the dormant commerce clause doctrine).

[CountSessine]

Wouldn't this qualify under the dormant clause if it protected firms in Washington state by making it uneconomical for recruiting firms from elsewhere in the country to enter the Washington labour market? This isn't just about listing wages for positions in Washington state - it would be viral and would contaminate a business's operations everywhere. It would be very cozy for recruiting businesses that operate in Washington state exclusively.

This would kind of be like the Exxon case, but if Maryland had tried to prevent Exxon from having gas stations ANYWHERE in the US if they started doing business in Maryland.

"Enter if you dare, but all your business in the rest of the nation will be affected and you will lose your competitive edge vis-a-vis recruiting firms that stay out of Washington!"

[dragonwriter]

> Wouldn’t this qualify under the dormant clause if it protected firms in Washington state by making it uneconomical for recruiting firms from elsewhere in the country to enter the Washington labour market?

The upthread claim is that it globally binds Washington entities, not that it globally binds foreign entities doing business in Washington. If it did the latter, and the practical impact was as described, it might be considered an undue burden. It might not. Its a lot easier to find cases finding substantial but non-discriminatory burdens on interstate commerce not to be violations of than to find ones holding them in violation of the dormant commerce clause, and this clearly isn't a discriminatory burden in the sense that it would place restrictions on out-of-state actors that are not placed on Washington-based actors.

> This would kind of be like the Exxon case, but if Maryland had tried to prevent Exxon from having gas stations ANYWHERE in the US if they started doing business in Maryland.

I think that’s a wildly invalid analogy, and, in any case, what you want in an analogy to make your case is an analogy to a case where the courts found a dormant commerce clause violation, not a analogy to a hypothetical variant of one where they did not where you conjecture that they might have ruled differently.

[zeroonetwothree]

They cannot just like they can’t regulate activities of private individual when outside their state of residence.

[AdrianB1]

California does regulate private individuals that lived in California in the past. It also does regulate private individuals with residence in California and working in a different state. Just saying.

[hef19898]

If you do that only for jobs in Washington state it is only a question of time until the first discrimibation law suites are filed. Plus it is easy good press.

[JumpCrisscross]

> you do that only for jobs in Washington state it is only a question of time until the first discrimibation law suites are filed

Discriminating based on an employee's state of residence is totally fine. Californians get different disclosures and rights compared with say Nevadans. Nevadans can't sue for those benefits; they're not entitled to them.

[DannyBee]

and then the law would get struck down because, as said, washington state isn't allowed to regulate interstate commerce.

[bmelton]

Nit to pick: States can and do regulate interstate commerce all the time. California once banned the import of foie gras into the state, and IIRC are planning a law banning the import of foreign oil. Some states ban the import of firearms they don't wish to exist.

Whether they should be allowed to engage in the regulation of interstate commerce for activities that occur entirely extra-state is probably more along what you intended, but even that you could probably find allowed or as-yet-indeterminate exceptions to.

[JumpCrisscross]

> States can and do regulate interstate commerce all the time. California once banned the import of foie gras into the state, and IIRC are planning a law banning the import of foreign oil.

This is fine. Sacramento can regulate what's coming into California. It cannot set food labeling requirements for Michigan.

[dragonwriter]

> Sacramento can regulate what's coming into California.

It can regulated what is sold or produced in California, but, because of the Commerce Clause, it's more limited in regulating what comes in to California.

> It cannot set food labeling requirements for Michigan.

It absolutely can set food labelling requirements for food commercially produced in California, except to the extent such regulations are preempted by federal law, whether or not it will later be shipped to Michigan.

[dragonwriter]

> California once banned the import of foie gras into the state

No, it banned sale of foie gras entirely (it did not single out importation), and even so the ban, to the extent that it prohibited individual consumers from buying it for import from out-of-state vendors, was struck down by a federal trial court in 2020 as a violation of the dormant commerce clause, a decision this year upheld by the Ninth Circuit, so it's probably not a law you want to point to as an example of the state being free to regulate interstate commerce.

https://www.theguardian.com/us-news/2022/may/07/california-f...

> and IIRC are planning a law banning the import of foreign oil.

Even if it was true that someone in California was planning on trying to pass such a law, it would be an even more clear, bright-line dormant commerce clause violation than the foie gras law.

[bmelton]

I appreciate the clarity on my clumsy post. I knew of the added detail on the foie gras case but didn't bother making the more direct point I was trying to make is more that they _can get away with_ moreso than _they are clearly allowed to do_ these things.

We all have opinions on what states can and can't do, and while I agree that precedent should prevent something like this, the fact remains that while you and I agree that they shouldn't be able to, there's nothing to stop them trying, and even perhaps succeeding (at the very least, for however many years it takes for someone to show injury and maybe get it overturned.)

Sincerely, I appreciate you.

[DannyBee]

Yes, that is fair.

They can even regulate interstate commerce in ways that discriminate between in and out of state companies (IE something that seems a very clear commerce clause violation), though this is historically limited mostly to alcohol shipment :)

Honestly, though, the current SC seems much more likely to strike that all down than they have in the past, and give much brighter lines.

[connicpu]

Washington has actually successfully enforced some of its worker protection rules on a national scale in the past. As a condition of having the harsh penalties for their in-state violations dropped, they got fast food companies to agree to drop non-compete agreements from all franchise agreements nationwide[1]

Whether it happens as a direct consequence of the word of the law feels less relevant than the fact they made it happen in practice via a settlement.

[1]: https://table.skift.com/2018/07/12/some-fast-food-chains-dro...

[dragonwriter]

> and then the law would get struck down because, as said, washington state isn't allowed to regulate interstate commerce.

It isn't allowed to discriminate against or unduly burden interstate commerce; it can generally regulate the behavior of Washington persons (including corporations) in interstate commerce where such regulation does not discriminate against such commerce (which is clearly the case where the rule is identical to that for in-state commerce of the same type.)

The exception would be if the federal government preempted the kind of regulation Washington sought to make by exercise of federal commerce powers.

[paulmd]

What are your qualifications to be dispensing legal advice in this area, if any?

Yes, a company headquartered in california is (in many cases) still bound by california law even if the employee is located in another state. The obvious example is non-compete clauses, a california company still usually cannot enforce a non-compete even if the law permits it in the employee's state.

However, this situation is what's called a "conflict-of-law" and it basically comes down to the way the court interprets it.

Take it from the actual lawyers:

> The circumstances that present the strongest case against enforcement of such an agreement involves a noncompete agreement between a California-based employer and a California-based employee. But not all cases are that simple; whether California law applies depends upon the application of “conflict of law” rules.

> “Conflict of law” rules allow courts to determine what state’s laws apply when the laws of more than one state might apply to a dispute but would produce different results. For example, a noncompete agreement between a California-based employer and a Nevada-based employee that was signed in Nevada could be construed under Nevada or California law, depending on the circumstances. If Nevada law applies, the restrictive covenant might be enforceable against the employee. If California law applies, it will not be enforceable.

> Because of these issues, parties often include choice-of-law provisions telling a court to apply a particular state’s law rather than determine what state’s substantive laws apply under a conflict-of-law analysis. In most cases a court will readily accept a choice-of-law provision and apply it as the parties intended. But that’s not necessarily so in the case of a noncompete agreement.

> Like other common law doctrines, conflict-of-law rules vary from state to state. Most states will not enforce a choice-of-law provision that would violate the public policy of a state with a “materially greater interest” in the dispute or where the parties do not have a “substantial relationship” with the chosen state. In other words, a California employer cannot get around California’s prohibition against employee restrictive covenants by requiring his California employee to sign an agreement that includes a Nevada choice-of-law clause.

https://www.bonalaw.com/insights/legal-resources/is-my-out-o...

So yes, employment law in state X usually does bind a company headquartered in state X even if the employee is working in a completely different state. Doesn't matter where you live, you are employed by an entity in state X.

(or rather, it does matter, you still have to pay taxes in state Y and state Y also gets to pass rules of its own governing work in that state... practically speaking what you get is the union of the two sets of rules, you get the combination of both. In the event of a full-on "state X requires A, state Y forbids it"... then the lawyers get paid.)

[lanstein]

I believe it is a WA corp.