Topic
LLC Dissolution
98 published works
New York Business Divorce
Common-Law and Equitable LLC Dissolution: Going, Going, . . .
A hot topic of late, the viability in New York of common-law dissolution of limited liability companies is cast into doubt by a new decision, the third in a series…
New York Business Divorce
Holes in Shotgun Buy-Sell Agreement Keep Deadlock Dissolution Petition Alive
Does an LLC's member's pulling the trigger on a shotgun buy-sell agreement foreclose a petition for deadlock-based dissolution? Not if the members can't agree on the terms of the sale,…
Delaware Business Dispute Blog
Delaware Chancery Denies Member’s Request to Invalidate Dissolution of a Delaware Limited Liability Company
By Carl D. Neff
In a noteworthy and recent Court of Chancery decision, Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Jan. 29, 2021), the Delaware Court of Chancery ruled upon a member's request…
New York Business Divorce
First-Impression Decision Recognizes a Cause of Action for Common-Law LLC Dissolution
In this week's New York Business Divorce, read about a first-of-its-kind decision announcing the existence under New York law of a potentially viable claim for common-law LLC dissolution.
New York Business Divorce
The Purposeless Purpose Clause Rides Again
In a recent decision by Justice Andrea Masley, the court dismissed a petition to dissolve a realty holding LLC based on the operating agreement’s broad purpose clause of the any-lawful-business…
Delaware Business Dispute Blog
Dissolution of a Delaware LLC with Members of Equal Ownership Interest
By Carl D. Neff
Section 273 of the Delaware General Corporation Law (the “DGCL”) provides a basis for the dissolution of a deadlocked “joint venture” corporation, in which two equal shareholders cannot agree on…
New York Business Divorce
Will the Pandemic Be a Boon for Future LLC Dissolution Claimants?
In this week's New York Business Divorce, we consider a remarkably thoughtful opinion by Commercial Division Justice Jennifer G. Schecter containing some noteworthy hints about the future of LLC dissolution…
Delaware Chancery Law Blog
Court of Chancery Opinion Addresses the Equitable Dissolution of a Delaware LLC
Section 18-802 of Delaware's Limited Liability Act ("LLC Act") provides a statutory basis for the Court of Chancery to dissolve a Delaware LLC. The statute, which confers standing upon an…
Delaware Corporate & Commercial Litigation Blog
Issue of Equitable Dissolution of LLC Analyzed
There is a precious paucity of Delaware decisions that thoroughly and directly address the potential equitable dissolution of an LLC, as compared to a statutory dissolution of an LLC based…
New York Business Divorce
LLC Member’s Petition to Dissolve Boxing Club Dealt First Round KO
A judicial dissolution petition went down for the count in a recent court decision involving a two-member LLC that operates a boxing gym. This week's New York Business Divorce has…