Registration to do Business in Delaware Does Not Create General Jurisdiction Over Non-Delaware Corporation

If a corporation qualifies to do business in a state, that corporation is “in” that state, right? It has to send in annual registration fees, appoint an agent for service of process, and file tax returns. Hasn’t the corporation consented to general jurisdiction by reason of its registration?Read More

Can a Non-Binding Term Sheet Ever Support a Claim for Expectation Damages? 

The Delaware Supreme Court, in SIGA Technologies Inc. v. PharmAthene, Inc., Case No. D67068 (Del. Dec. 23 2015), recently reconsidered whether a term sheet labeled as “non-binding” could support a party’s damage claims where his counter-party failed to negotiate in good faith. The Court held that it could, and awarded damages of more than $100,000,000 to the aggrieved party.Read More

Filing a Section 83(b) Election: Did Your Client Miss the 30-Day Deadline? 

A recurring issue for many business lawyers involves an employee who receives stock subject to vesting conditions. The normal approach is to have the employee file a “Section 83(b) election” with the IRS within 30 days of receiving the stock. The Section 83(b) election is an election to recognize any income associated with the stock grant immediately upon receipt of the stock. If the employee does not file the Section 83(b) election within 30 days of the grant date, the employee is generally forced to recognize the stock value as income as he or she satisfies the vesting conditions – which will often happen at a time when the stock has appreciated and the amount of taxable income has correspondingly increased.Read More