News & Analysis as of

Dissolution

You Can’t Pick Your Facts

by Fox Rothschild LLP on

Clients can pick their own attorneys but they cannot pick their own facts. A recent case decided by Master Ayvazian highlights the difficulties that unfortunate facts can present. Creditors have eight months to file a...more

Partnership Dissolution And A Chief Judge’s Lament

by Allen Matkins on

Decisions by U.S. District Court judges typically begin with an identification of the parties, an explanation of the procedural posture of the case, or a description of the dispute. Chief Judge Lawrence J. O’Neill, however,...more

A Pair of Unbrotherly Business Altercations Go to Trial

by Farrell Fritz, P.C. on

Like most civil cases, the vast majority of business divorce disputes get resolved before trial, which is disappointing for us voyeurs since only at trial with live witnesses undergoing cross examination does one get the full...more

Federal Court Resolves Arbitration Challenges To Dissolution Of Lawyer And Non-Lawyer Partnership

by Carlton Fields on

A federal court recently decided a host of different motions related to an arbitration dissolving the now-defunct Beltway Law Group (“BLG”), a firm that operated websites and other marketing efforts to attract clients on...more

Has New Jersey Gone Off Its DLOM Rocker?

by Farrell Fritz, P.C. on

Whenever I contemplate New York’s unusual case law on the discount for lack of marketability (DLOM) in statutory fair value buy-out proceedings, I cast my eyes westward, to the far banks of the Hudson River, and take comfort...more

50/50 Ownership Relationships can be Trouble, Plan Ahead

by Holland & Knight LLP on

Case Study: Trans Perfect Global, Inc. Philip Shawe v. Elizabeth Elting, Delaware Supreme Court, February 13, 2017 - TransPerfect is a successful global translation business founded by two college friends, Philip...more

Delaware Supreme Court Affirms The TransPerfect Decision

by Morris James LLP on

The Supreme Court has affirmed the Court of Chancery decision that Section 226 of the DGCL permits the Court to appoint a custodian to sell a Delaware corporation when the board of directors and stockholders are deadlocked...more

Announcing Must-Have Treatise on Business Divorce Litigation

by Farrell Fritz, P.C. on

There’s little doubt in my mind that “business divorce” has achieved name recognition as a distinct subgenre of commercial litigation whose regular practitioners, by dint of experience dealing in and out of court with the...more

Update Beneficiary Designations After Divorce or Annulment

by Carlton Fields on

On July 1, 2015, the Florida Fourth District Court of Appeal held, with a few exceptions, upon entry of a final judgment of dissolution or annulment, any provision of a will that “affects” a former spouse is void under...more

Court Of Chancery Grants Dissolution On Conditions

by Morris James LLP on

This is an interesting decision in a small case. The Court granted the request to dissolve a Delaware entity in deadlock, but conditioned that dissolution on an agreement not to use the fact of dissolution in another...more

Court Applies 'Corwin' and Upholds Board's Adoption of Dissolution Plan

by Morris James LLP on

Contract and fiduciary duty law intersect when how a board acts, including the vote required, is affected by a shareholder agreement. Such agreements are common to enable investors to protect their investment, either through...more

Transferee Liability: The [Unlikely] Situation that your Nonprofit Receives a Charitable Gift with Expensive Tax Strings Attached

by Coblentz Patch Duffy & Bass on

The case of Salus Mundi Foundation et al v. Commissioner - On August 15, 2016, the Tax Court decided in Salus Mundi Foundation et al v. Commissioner, T.C. Memo. 2016-154, that two foundations were liable as transferees...more

Tennessee Business Court Accepts “Bad Faith Defense” to Dissolution of Dysfunctional LLCs

by Butler Snow LLP on

The Tennessee Business Court, a pilot project (1) (2) (3), has continued dealing with the resolution of business disputes, many of which involve fractious arguments between LLC members. Some disgruntled members pursue damages...more

"Winding Up" A Law Firm Partnership Doesn't Necessarily Mean Liquidation

by Brooks Pierce on

You can "wind up" a partnership without having to liquidate all of its assets and terminating its existence. So ruled Judge McGuire last week in Hardin v. Lewis, 2016 NCBC 55. But that may not be true for all partnerships. ...more

What is Business Divorce?

by Morris James LLP on

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

The Impact of Succession Challenges in Smaller Markets

by LawVision Group LLC on

Last month I wrote about the succession planning challenges that many firms are, or will soon face. Based on what we’re hearing and seeing, there are a lot of law firms with a lot of client relationships and brainpower at...more

What Vote Should Be Required To Pull The Plug On An LLC?

by Allen Matkins on

There are three paths to dissolution under California’s Revised Uniform Limited Liability Company Act (RULLCA). First, an event of dissolution set forth in a written operating agreement or the articles of organization may...more

Client Agreement and Failure to Terminate Representation Under the Terms of Client Agreement Results in Firm's Disqualification...

by Hinshaw & Culbertson LLP on

Brief Summary - In 2013, three shareholders sued: (1) each other for breach of fiduciary duties; and (2) their company for involuntary dissolution. The law firm that represented one of the shareholders had been retained...more

Appellate Court Notes

by Pullman & Comley, LLC on

Appellate Court Advance Release Opinions: - AC35173 - State v. Mosback - AC36907 - Rodriguez v. Commissioner of Correction - AC36499 - Zilkha v. Zilkha After a judgment of dissolution, the plaintiff...more

Court Of Chancery Orders Dissolution Despite LLC Agreement Bar

by Morris James LLP on

This decision may answer the question of whether an LLC Agreement’s bar of dissolution without a member’s consent trumps the statutory remedy of court-ordered dissolution when the entity’s purpose cannot be achieved any...more

Nevada To Allow Corporations To Stiff Charon

by Allen Matkins on

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

Court Of Chancery Permits Equitable Dissolution

by Morris James LLP on

In this precedent-setting decision, the Court upholds the right of an assignee of an LLC interest to petition for its dissolution....more

Court Decides Dissolved Corporation “Still Exists”

by Allen Matkins on

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

CDFI Fund FAQ clarifies subsidiary CDE dissolution/decertification Process

by Ballard Spahr LLP on

In a previous Housing Plus blog post on January 7, 2015, I described the various updates to the CDFI Fund’s Frequently Asked Questions document for the New Markets Tax Credit (“NMTC”) program. The most significant update may...more

Limited Liability Company Members May Be Held Liable After a “De Facto” Dissolution of the Entity

by Low, Ball & Lynch on

Court Of Appeal, Fourth Appellate District (October 7, 2014)- One of the advantages of the Limited Liability Company (“LLC”) structure is, not surprisingly, that it generally limits the liabilities of its Members. One...more

34 Results
|
View per page
Page: of 2
Cybersecurity

"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 using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*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.
Feedback? Tell us what you think of the new jdsupra.com!