Topic
Judicial Dissolution
73 published works
Delaware Chancery Law Blog
Chancery Grants Dissolution Under Section 18-802 of the LLC Act
In the recent decision of In re: GR Burgr, LLC; GR US Licensing, LP v. Rowen Seibel, C.A. No. 12825-VCS (Del. Ch. Aug. 25, 2017), Vice Chancellor Slights entered an order…
New York Business Divorce
Once Opened, The Door to Judicial Dissolution and Buy-Out Is Hard to Close
The lesson of the case highlighted in this week's New York Business Divorce is simple: Don't file for dissolution under the shareholder oppression and looting statute unless you're prepared for…
New York Business Divorce
The Elusive Surcharge in Dissolution Proceedings
New York's statutes authorizing a judicial dissolution petition by oppressed minority shareholders, and granting respondents a corresponding right to elect to purchase the petitioner's shares, include a provision for a…
New York Business Divorce
Non-Egregiously Aggrieved Minority Shareholder Can’t Sue for Common-Law Dissolution
Common-law dissolution requires "egregious" conduct by the majority, but what constitutes egregious conduct? Read this week's New York Business Divorce to find out how one Manhattan judge recently defined it.
New York Business Divorce
The Prohibition Against Using Company Funds for Legal Fees in Dissolution Proceedings
A recent decision by Justice Stephen A. Bucaria in a common-law dissolution case prompts a look at the rules governing use of company funds to pay legal fees in dissolution…
New York Business Divorce
A Split No More: First Department Agrees, No Subject Matter Jurisdiction to Dissolve Foreign Business Entities
A longstanding inter-departmental rift was healed last week when the Appellate Division, First Department, issued a decision disavowing one of its own precedents and aligning itself with Second and Third…
New York Business Divorce
Delaware LLC Agreement Says Members Waive Right to Sue Outside New York, But New York Judge Says Otherwise in Dissolution Case
A recent decision by Manhattan Commercial Division Justice Jeffrey Oing dismissed for lack of subject matter jurisdiction a petition to dissolve a Delaware LLC whose operating agreement included a venue…
New York Business Divorce
Take the 50% Shareholder/Dissolution Pop Quiz!
Think you know the rules governing a 50% shareholder's standing to seek statutory and common-law judicial dissolution of a closely held corporation? Test yourself with a pop quiz in this…
New York Business Divorce
Restaurant’s Cash-Skimming Majority Owners Forced to Buy Out Minority Shareholder or Face Dissolution
On the heels of the Zelouf and AriZona Iced Tea cases, this week's New York Business Divorce highlights yet another interesting fair value contest, decided by Justice Carolyn Demarest, involving…
New York Business Divorce
Choose the Right Dissolution Statute for the Right Remedy
A recent decision by Justice Vito DeStefano highlights the choices to be made by a 50% shareholder when choosing the statutory basis for dissolution, and the effect the choice has…