Topic
corporate dissolution
143 published works
New York Business Divorce
The Birthing of New York’s Marketability Discount in Fair Value Cases: A Family Affair
This week's New York Business Divorce traces New York's endorsement of the marketability discount in fair value proceedings to its first application in 1982 by a court-appointed Referee named Sam…
Louisiana Law Blog
Terminating Corporate Life in Louisiana
The Louisiana Business Corporation Act (“LBCA”) became effective on January 1, 2015. The changes to Louisiana corporation law embodied in the LBCA are extensive, especially in the areas of dissolution…
Delaware Chancery Law Blog
Joint Venture Dissolution Under Section 273: Appropriate Remedies
If a petitioner is able to satisfy the three requirements set forth in Section 273 of the DGCL—namely (i) two 50/50 stockholders, (ii) engaged in a joint venture, and (iii)…
Delaware Chancery Law Blog
Section 273 Dissolution – What Constitutes a “Joint Venture” (Part II of II)
Since the 1959 Carmer decision discussed in the prior post, several other noteworthy Delaware opinions have explained what exactly a “joint venture” means for purposes of Section 273 of the…
Tax Law for the Closely Held Business
Dissolved? According to Whom?
By Lou Vlahos
In most cases, a financially troubled business will face some difficult choices, including which creditors to pay and which to defer. The Federal and State taxing authorities are often among…
New York Business Divorce
Court Holds Shareholder in Contempt for Using Company Funds to Pay Legal Fees
Controlling shareholders who oppose corporate dissolution proceedings may be tempted to use company funds to pay their legal fees. This week's New York Business Divorce features a decision by Justice…
In The (Red)®
You Say You Want A Dissolution: An Overview Of The Formal Corporate Wind Down
Winding Down. If a corporation's board of directors decides that the business needs to be wound down, there are a number of legal paths to consider. Determining the best approach is…
Delaware Chancery Law Blog
Chancery Grants Petition to Dissolve Corporation Pursuant to Section 273
Under the Delaware General Corporation Law (the “DGCL”), 8 Del. C. § 273 provides the basis for the dissolution of a deadlocked “joint venture” corporation, meaning that there are two 50/50 shareholders…
Delaware Corporate & Commercial Litigation Blog
Chancery Grants Petition to Dissolve Deadlocked Corporation
In The Matter of Bermor, Inc., C.A. No. 8401-VCL (Del. Ch. Feb. 9, 2015). This Delaware Court of Chancery opinion is noteworthy for its pithy analysis of a petition to dissolve…
Keeping It Real Estate
Bona Vacantia – What Does it Mean?
By Jane Dockeray, Ingrid Stables
What is bona vacantia? Bona vacantia is one of those archaic Latin terms which crops up now and again, sometimes in the context of a property owner dying without a…