Corporate Dissolution

Corporate Suspension Blocks Tax Court Access

by Charles (Chuck) Rubin on 5/13/2013

Most states will suspend or involuntarily dissolve a corporation if it does not pay local taxes or fees. Such suspensions and dissolutions can typically be reversed after the corporation files to be restored and pays any back...more

How to Dissolve Your Delaware Corporation

by The R. Bernard Law Group on 5/2/2013

What is Corporation Dissolution? Dissolution is the process by which a corporation terminates its existence. Corporations may choose to dissolve for a variety of reasons. Some of the most common reasons for terminating...more

The Illinois Supreme Court 2012: The Year in Review

by Kirk Jenkins | Sedgwick LLP on 4/22/2013

During 2012, the Illinois Supreme Court filed seventy-one written opinions, thirty-nine in civil cases. Although the total opinion output was down somewhat from recent years, this represents the Court's highest number of...more

Shareholders Can't Block Asset Sales When Receivers Manage

by Katie Briscoe, Robert McWhorter | Nossaman LLP on 4/22/2013

Under California law, minority shareholders owning 10 percent or more of a corporation can block a sale of assets to the controlling shareholders in dissolution proceedings. However, that rule does not apply where the court...more

Gallagher v. Long, C.A. No. 8181-CS (Del. Ch. Feb. 28, 2013) (Strine, C.)

by Potter Anderson & Corroon LLP on 3/13/2013

In this letter opinion, the Delaware Court of Chancery granted a motion to dismiss a breach of fiduciary duty claim under the doctrine of laches and rejected motions for oral argument and to recuse Chancellor Leo Strine....more

California Supreme Court Decision Closes the Door to California Lawsuits Against Dissolved Foreign Corporations

by Frederic Grannis | Sedgwick LLP on 3/12/2013

In a decision of considerable importance to insurers, the California Supreme Court in Greb v. Diamond International Corporation, Case No. S18365 (February 21, 2013), unanimously held that California’s corporate survival...more

When Law Firms Dissolve: Dividing Up The Proceeds From Contingent Fee Cases

by Mack Sperling | Brooks Pierce on 3/11/2013

The Court of Appeals in February 2011 ordered Judge Jolly to dissolve Mitchell, Brewer, Richardson, Adams, Burge & Boughman, a law firm organized as a member-managed professional limited liability company. The dissolution was...more

California Supreme Court Holds Survival Statute Does Not Apply to Out-Of-State Corporations

by Kimberly Jackanich | Sedgwick LLP on 3/5/2013

The California Supreme Court recently held that the state’s statute governing wind-up and survival of dissolved corporations does not apply to out-of-state corporations. (Greb v. Diamond Int’l Corp., S183365, 2013 WL 628328...more

California Supreme Court Holds Suits Against Dissolved Foreign Corporations Subject to Survival Statutes of State of Incorporation

by Charles Wheeler | Cozen O'Connor on 3/1/2013

Greb v. Diamond International Corp., __ Cal.4th __, __ Cal. Rptr.4th __ (February 21, 2013) In a victory for liability insurers against the asbestos plaintiffs’ bar, the California Supreme Court ruled in Greb v. Diamond...more

California Supreme Court Resolves Court of Appeal Split, Holding that Section 2010 of the California Corporations Code --...

by Taraneh Fard, John Stigi | Sheppard Mullin Richter & Hampton LLP on 3/1/2013

In Greb v. Diamond Int’l Corp., 2013 WL 628328 (Cal. Feb. 21, 2013), the California Supreme Court unequivocally and unanimously laid to rest the assertion that dissolved foreign corporations may be sued in California after...more

In the Matter of Krafft-Murphy Co., Inc., C.A. No. 6049-VCP (Del. Ch. Feb. 4, 2013) (Parsons, V.C.)

by Potter Anderson & Corroon LLP on 2/15/2013

In this opinion, the Court of Chancery denied a motion for judgment on the pleadings by certain asbestos claimants (the “Claimants”) seeking appointment of a receiver under 8 Del. C. § 279, holding that the dissolved...more

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