Rmarchma, re: jurisdictions of incorporation
IDCC's patent subsidiary was probably incorporated in Delaware for tax reasons. Delaware does not tax "intangibles" such as patent royalties. ITC (the patent sub) can pass its untaxed foreign and domestic royalty earnings on to IDCC in Pennsylvania as "foreign" (meaning out-of-state) sourced income. This transfer avoids all Pennsylvania business, franchise or intangibles taxes that would have to be paid if the income had originated in PA. I believe that almost all patent and/or trademark subsidiaries are incorporated in DE for that reason.
IDCC was originally incorporated in Pennsylvania probably because it's administrative offices were located there. However, as I've argued in the past on RB, Pennsylvania IS NOT a shareholder-friendly jurisdiction, while Delaware IS. Once IDCC gets on its feet, it may be appropriate to offer a shareholder resolution directing the company to reincorporate in Delaware or at least to study and publish a report on the advantages and disadvantages of such a reincorporation. Please note that it is not necessary for IDCC to physically relocate to Delaware in order to reap the benefits of reincorporating there.
texb
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