Dissolution Limited Liability Company (LLC)

News & Analysis as of

Court Of Chancery Grants Dissolution On Conditions

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

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

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

Company Dissolution

The dissolution of a company can result in its termination. The company can be dissolved for a number of reasons: 1. The expiry of the period specified in the Memorandum or the Articles Of Association, unless the period...more

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

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

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

Court Of Chancery Orders Dissolution Despite LLC Agreement Bar

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

Court Of Chancery Permits Equitable Dissolution

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

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

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

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

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

In re Mobilactive Media, LLC, Consol. C.A. No. 5725-VCP (Del. Ch. Jan. 25, 2013) (Parsons, V.C.)

In this memorandum opinion, the Delaware Court of Chancery found that a member of a joint venture breached a limited liability company agreement, breached its fiduciary duties by usurping corporate opportunities, and violated...more

The Expansive Breadth and Scope of Arizona’s New Revised Uniform Arbitration Act

Recently, the Arizona Court of Appeals determined that under the 2010 Arizona Revised Uniform Arbitration Act, A.R.S. §12-3001, et seq. (the AZ-RUAA), a contractual agreement to arbitrate extends to: (i) arbitration of claims...more

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