Topic
corporate dissolution
143 published works
New York Business Divorce
Second Department Rejects Private Auction for Deadlocked Corporation
If you petition for deadlock-based dissolution, be prepared to liquidate via public sale. This week's post explores the Second Department's recent decision reversing a post-dissolution buyout of one shareholder via…
New York Business Divorce
A Cross-Country Road Trip of Elections to Purchase in Dissolution Proceedings
When a shareholder petitions for dissolution, many states have statutes allowing the corporation to respond by buying out the complaining shareholder. This week's post takes a look at several recent…
Delaware Corporate & Commercial Litigation Blog
Chancery Appoints Custodian to Assist with Dissolution of Corporation
The Court of Chancery exercised its discretion to appoint a guardian ad litem to assist the court in determining the appropriate amount to reserve as security for unknown liabilities in…
New York Business Divorce
Dueling Dissolution Petitions Beget Dissolution Without Consideration of Alternate Remedies
Can two contested dissolution petitions—one by each 50% shareholder based on the other's alleged misconduct—yield a shortcut to uncontested dissolution? See what the Second Department has to say in this…
Sidley Austin Blog
Delaware Reminds LLCs: Breaking Up Is Hard to Do
By Robert S. Velevis, Arthur E. Adler
In In re: Dissolution of Doehler Dry Ingredient Solutions, LLC (Sept. 15, 2022), the Delaware Court of Chancery recently restated the high bar for a claim for judicial dissolution to…
California Corporate & Securities Law Blog
Secretary Of State Creates Two New Revocation Forms
A corporation with an "active-pending termination" status can be returned to Active status by filing a Revocation of Election to Terminate, also known as a Revocation of Election to Wind…
New York Business Divorce
Minority Shareholder’s Petition to Dissolve Seltzer Business Loses Its Fizz
Grandpa's Brooklyn-based seltzer manufacturing business went flat, but his real estate investments went through the roof. This week's New York Business Divorce features a case in which one of four…
A Lawyer's Blog
THE DE FACTO CORPORATION
Ocean Park Acquisition L.P. v. R All Mgmt. Svcs. Inc., Date filed: 2022-05-26, Court: Supreme Court, Queens, Judge: Justice Sally Unger, Case Number: 715695/20:"Management seems to believe it can escape…
Delaware Chancery Law Blog
Court of Chancery Points Dissolution Petitioners to First Day Affidavits of Bankruptcy Petitioners
The Court of Chancery recently issued a decision providing guidance to practitioners submitting petitions in corporate dissolution proceedings. A copy of the Court's decision can be found here: In the…
New York Business Divorce
The Evidenceless Petition to Dissolve
In this week's New York Business Divorce, learn the tough lesson for the dissolution petitioner who states sufficient grounds to dissolve but fails to prove it with evidence accompanying the…