Corporate Dissolution

News & Analysis as of

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

Dismissal Of Involuntary Dissolution Action Pulls The Plug On Corporate Buy Out

Sometimes, shareholders are divided on whether a corporation should live or die. In these cases, the California Corporations Code provides an option that allows for the continued existence of a corporation. In any action...more

Attorney-Client Privilege Might Die With Your Company

If you have ever been involved in litigation relating to a defunct company, then you know that problems such as who will serve as the Rule 30(b)(6) representative and who will verify the answers to interrogatories or provide...more

Court Decides Dissolved Corporation “Still Exists”

Some may view dissolution as the final curtain for a corporation and its shareholders.  But unlike mere mortals, a corporation does not strut and fret its hour upon the stage and then is heard no more....more

In Tough Times, Dissolution May Offer the Benefits of Bankruptcy But Without the High Costs

The economy may be showing signs of improvement, but more than 34,000 businesses still filed for bankruptcy in 2014, according to the American Bankruptcy Institute. Studies indicate, however, that many more...more

Law Firm Breakup - What You Need to Know When Dissolving the Entity

Law firm ‘partnerships,’ like other businesses, are similar to a marriage; at some point the parties may decide to part ways and dissolve their partnership. Among the many reasons for the dissolution of a law firm are...more

Delaware Court Grants Petition to Dissolve Joint Ventures

Earlier this month, the Delaware Chancery Court offered further guidance on 8 Del. C. § 273, which establishes a mechanism for the dissolution of a joint venture corporation with two 50 percent stockholders. The Chancery...more

Blog: You Say You Want A Dissolution: An Overview Of The Formal Corporate Wind Down

Winding Down. If a corporation’s board of directors decides that the business needs to be wound down, there are a number of legal paths to consider. ...more

Court Of Chancery Enforces Section 273

This decision reinforces that the joint venture statute for Delaware corporations, Section 273, requires the Court to dissolve the entity upon a deadlock. Absent extraordinary circumstances amounting to a fraud...more

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