Corporate Dissolution

News & Analysis as of

A Cautionary Tale: Members of a Defunct LLC May Have Liability For Attorney Fees

In CB Richard Ellis Inc. v. Terra Nostra Consultants the California Court of Appeal for the Fourth Appellate District decided an interesting issue concerning the liability of an LLC member for a fee award imposed against the...more

Law Firm “Clawback” Suit Goes to Ninth Circuit

Bankruptcy Judge Dennis Montali in San Francisco said last week that he will allow a direct appeal to the Ninth Circuit from one of his rulings in the bankruptcy of Howrey LLP, skipping an intermediate appeal to the U.S....more

Court Of Appeal Embraces De Facto LLC Dissolution

Under the former Beverly-Killea Limited Liability Company Act, a limited liability company was dissolved upon the first to occur of any of the following three events...more

Imposing The Corporate Death Penalty

In this post published yesterday, UCLA Law Professor Stephen Bainbridge challenges the following statements attributed to Robert F. Kennedy Jr.: I do, however, believe that corporations which deliberately,...more

BVI court issues pivotal guidance on exclusive jurisdiction clause

In what is likely to be considered a landmark decision, the BVI Commercial Court has held that winding up proceedings brought on just and equitable grounds relating to BVI companies will not be caught by an exclusive...more

When A Corporation Dissolves, Do The Directors Become Zombies?

Even though a corporation has dissolved, there may still be a need to take certain corporate actions. For example, the corporation may need to continue to prosecute or defend lawsuits, file a final franchise tax return, or...more

In Business & Corporate Law Avoiding a Messy Business Divorce is Important! #BusinessAttorney

When people come together to begin a business, they may not think the time will come when they will not get along. But if, after many years, you and your business partner no longer see eye-to-eye when it comes to how to...more

In re Interstate General Media Holdings, LLC, C.A. No. 9221-VCP (Del. Ch. Apr. 25, 2014) (Parsons, V.C.)

In this memorandum opinion regarding the judicial dissolution of a Delaware LLC, the Court of Chancery, ordered the sale of the company in a private, English-style auction, as opposed to a public auction, in order to maximize...more

Attorney-Client Privilege & Corporate Dissolution

Allegheny County Court of Common Pleas Senior Judge R. Stanton Wettick Jr.'s recent ruling in Red Vision Systems v. National Real Estate Information Services, No. 14-0411 (Comm. Pls. Feb. 26, 2014), that the attorney-client...more

Delaware Decision Makes It Increasingly Difficult for Insurers to Evade Coverage for Dissolved Corporations

Can an injured plaintiff obtain compensation from a dissolved company with unexhausted insurance policies and force the insurer to pay? The Delaware Supreme Court says yes—in certain circumstances. Originally published...more

New Zealand's Highest Court Makes Life Difficult for D&O Policyholders (and Their Insurers)

The Supreme Court of New Zealand (Court) last month handed down the latest in a series of decisions, both in New Zealand and Australia, relating to the enforceability of 'statutory charges' over insurance monies – and it is...more

Dissolved Corporations in Delaware Retain Immortality and Liability

The Supreme Court of Delaware recently ruled that asbestos claimants can pursue their personal injury claims against dissolved corporations if the dissolved corporations have undistributed “property,” including unexhausted...more

Huatuco v. Satellite Healthcare, C.A. No. 8465-VCG (Del. Ch. Dec. 9, 2013) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery granted the defendant’s motion to dismiss the plaintiff’s complaint, pursuant to which the plaintiff sought judicial dissolution of a limited liability company. The Court of...more

Delaware Supreme Court Holds Receiver is Required to Defend Lawsuits After a Corporation is Wound-Up; Finds No Generally...

In Anderson v Krafft-Murphy Co. Inc., 2013 Del. LEXIS 597 (Del. Nov. 26, 2013), the Delaware Supreme Court held that Sections 278 and 279 of the Delaware General Corporation Law, 8 Del. C. §§ 278-279, require a dissolved...more

Delaware Supreme Court Defines Unexhausted Insurance Policies as Property of Dissolved Corporations

The Supreme Court of the State of Delaware recently reversed a Court of Chancery decision declining to appoint a receiver for a dissolved Delaware corporation, Krafft-Murphy Company, Inc. (Krafft). The Chancery Court...more

Minority Shareholder Rights in Virginia

In August 2012, Judge Jane Marum Roush, sitting by designation in the Circuit Court of Buckingham County, issued a comprehensive letter opinion in Colgate et al. v. The Disthene Group, Inc. The opinion reassessed a...more

Weekly Law Resume - May 23, 2013: Insurers May Exercise the Attorney-Client Privilege On Behalf of Dissolved Corporate Insured

Mary Melendrez et al., v. Superior Court of the State of California, County of Los Angeles - COURT OF APPEAL, SECOND APPELLATE DISTRICT (April 30, 2013) - Petitioners and Plaintiffs Mary Melendrez, individually and...more

Florida Adopts New Limited Liability Company Act - The New Act Makes Florida a More Desirable Location for Business Owners

During the recently completed legislative session, the Florida Legislature unanimously adopted CS/SB 1300, which is a complete re-write of Florida's limited liability company statute. The new limited liability company act...more

Closing Your Business in Colombia

In Colombia, as in many other countries, closing down or dissolving a business is often more complicated than setting up a new one. Although there is a lot of information related to setting up a company in this country, there...more

Corporate Suspension Blocks Tax Court Access

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

The Illinois Supreme Court 2012: The Year in Review

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

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.)

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

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

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

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