If a Worker is a Partner, Can That Worker Also Be Considered an Employee?

In Northern California, and especially in Silicon Valley, it has become more and more common for a startup business to be organized as a Limited Liability Corporation. The LLC format provides simplicity and flow-through tax treatment, as well as fairly easy future conversion to a corporate form. Such companies are normally cash poor but have a pristine capital structure, permitting them to offer ownership rights to their workers. But if a worker is a partner, can that worker also be considered an employee for tax purposes?

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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?

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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.

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