Corporate Dissolution

News & Analysis as of

What is Business Divorce?

Most times, a business divorce is exactly what you think it is: a legal proceeding in which two or more business partners sever their business relationship. While on its face it is “just business,” the business divorce often...more

Make Sure the Corporation is in Good Standing Before Filing a Tax Court Petition

Many states will involuntarily or administratively dissolve a corporation for not paying or filing annual reports, fees, or tax returns. The ability of a dissolved corporation to engage in activities after dissolution depends...more

Does A Dissolved Corporation Have Officers And Directors?

It might be reasonable to assume that a dissolved corporation no longer has any officer and directors. However, the California General Corporation Law seems to assume that dissolved corporations continue to have directors...more

Court Rules Attorney-Client Privilege Ceases To Exist When Corporation Ceases To Exist Without Successor

The LLC May Well Be The Platypus Of Business Organizations - What happens to the attorney-client privilege when a corporation dissolves? Magistrate Judge Sallie Kim recently answered that question in Virtue Global...more

Court Rules Dissolution of Cooperative Corporation Is A Process, Not A Flash

I don’t see that many cases involving California’s Cooperative Corporation Law and so I was interested in a recent ruling by Magistrate Judge Laurel Beeler in English & Sons, Inc. v. Straw Hat Rests., Inc., 2016 U.S. Dist....more

New Saudi Companies Law – Accumulated Losses and Risk of Statutory Dissolution

For the past few decades, the obligations of companies with losses reaching 50% or more of their share capital has been a topic of high debate in the Kingdom of Saudi Arabia. That is due to the uncertainty surrounding the...more

Blog: The Venture-Backed Company Running Out Of Cash: Fiduciary Duties And Wind Down Options

Many start-up companies backed by venture capital financing, especially those still in the development phase or which otherwise are not cash flow breakeven, at some point may face the prospect of running out of cash. Although...more

Why Did This Dissolved Corporation File Reports With The SEC For Another 18 Years?

Recently, I happened upon across an odd case arising currently pending in the Southern District of Texas, Aztec Oil & Gas, Inc. v. Fisher, Case No. Civ. No. A. H-15-0866 (Jan. 21, 2016). The ruling issued by Judge Melinda...more

Rejected! Mistakes with Common Corporate Filings

In addition to the embarrassment factor for counsel and the extra time and expense involved, a rejected corporate filing can throw a wrench into what would otherwise be an orderly sequence of events in a transaction. To avoid...more

What's Market? Update: Delaware Corporate and M&A

Fee Shifting and Forum Selection Clauses - Much attention has been paid to Delaware legislative developments regarding fee shifting and forum selection clauses. On June 24, 2015, Delaware Governor Jack Markell signed...more

Beware Transferee Liability

One of the great features of corporations is that liability in the corporation generally does not extend to its shareholders, including tax liability. Like any rule, though, there is almost always an exception. In this...more

The Small Business, Enterprise and Employment Act 2015: Restructuring and Insolvency

Following Parliamentary approval in March 2015, this Implementation Timetable sets out the key dates and changes which have been published to date on the insolvency provisions of the Small Business, Enterprise and Employment...more

The latest on the Small Business, Enterprise and Employment Act 2015: Restructuring and Insolvency

More important changes to the Insolvency Act 1986 (IA86) and other insolvency- related legislation come into force this week (1 October 2015) as a result of the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015)....more

Oil Supplier Appeals Conoco’s Right To Buy Stake In Refinery Unit

In a long-standing dispute between Venezuelan state-owned Oil Company Petroleos de Venezuela SA (“Petroleos”) and ConocoPhillips, a New York district court judge upheld ConocoPhillips’ acquisition of a 50% stake in a Texas...more

Smooth Sailing: Streamlining Pennsylvania’s Business Entity Laws Changes to Pennsylvania’s Business Entity Laws

On July 1, 2015, Act 172 of 2014, the Association Transactions Act (the “Act”), went into effect, overhauling Pennsylvania’s entity laws contained in Title 15, Corporations and Unincorporated Associations. Derived from the...more

50% Shareholder Denied Say In Defense Of Corporation

If two shareholders each own one half of the outstanding shares of a corporation, one might expect that they would have an equal say in just about everything.  It turns out that in some circumstances they won’t....more

The LLC Operating Agreement - Why Is It Important And What Should It Say?

An LLC is a fairly limitless business form. Generally, an LLC can be and act in any number of ways, tailored to how you want your company to operate. The Kentucky LLC statute provides several gap-filler provisions, but most...more

Privileged No More: Court Finds Attorney-Client Privilege Does Not Survive After “Death” of a Corporation

The attorney-client privilege is one of the most powerful arrows in the quiver of corporate counsel because of the sheer volume of different situations in which it can be used. The privilege comes in handy for corporate...more

Del. Chancery Court Hints that Persons Other than “Managers” May Owe Fiduciary Duties to an LLC

In CMS Investment Holdings, LLC v. Castle, 2015 WL 3894021 (Del., June 23, 2015), the Delaware Court of Chancery hinted that persons other than LLC Managers may, in the future, be found to owe fiduciary duties to an LLC....more

Court Rules Shareholders May Be Sued In De Facto Dissolution

California Corporations Code Section 2011 provides that causes of action against a dissolved corporation, whether arising before or after dissolution, may be enforced against its shareholders if any of the assets of the...more

Do Equities Militate Against Restrictions Barring Petition for Dissolution?

Delaware courts often emphasize the freedom of contract of parties to define their rights, powers, duties, obligations, liabilities and restrictions in a limited liability or operating agreement under the Delaware Limited...more

Nevada To Allow Corporations To Stiff Charon

Unsuccessful corporations often fall into an eternal desuetude. Having nothing, no one wants to pay the Secretary of State to complete their dissolution. Because they don’t file the required annual lists and pay the annual...more

In re Carlisle Etcetera LLC, C.A. No. 10280-VCL (Del. Ch. Apr. 30, 2015) (Laster, V.C.)

In this opinion, the Court of Chancery granted in part and denied in part respondent’s motion to dismiss a petition to dissolve Carlisle Etcetera LLC (“Carlisle”). Notably, the Court recognized a cause of action for...more

Hampton v. Turner, C.A. No. 8963-VCN (Del. Ch. Apr. 29, 2015) (Noble, V.C.)

In a letter opinion analyzing how provisions of a limited liability company operating agreement fit together, the Court of Chancery denied defendants’ motion for summary judgment as to plaintiffs’ claim for judicial...more

Court Sorts Out California RULLCA Transition Muddle

Monday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015).  That post discussed the Court of Appeal’s holding that under the General Corporation Law the dismissal of a cause of action for involuntary...more

61 Results
|
View per page
Page: of 3
JD Supra Readers' Choice 2016 Awards

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×