News & Analysis as of

Corporate Dissolution

Rosenberg Martin Greenberg LLP

Maryland Governor Signs into Law New Statute Assisting Commercial Lenders Seeking to Obtain Receiverships over Borrowers and/or...

There is good news for commercial lenders in Maryland seeking the appointment of a receiver over a borrower or solely over real estate collateral.  On  April 30, 2019, Governor Hogan signed into law HB 1065, which creates an...more

Latham & Watkins LLP

Before Commencing Arbitration, Ensure That the Entity Being Sued Exists Under the Applicable Law

by Latham & Watkins LLP on

The English High Court held the tribunal lacked jurisdiction as the defendant ceased to exist. In Ga-Hyun Chung v. Silver Dry Bulk Co Ltd, the English High Court upheld a challenge to an award under Section 67 of the...more

Farrell Fritz, P.C.

Ambiguous Advancement Provision Favors Former Officer and Director

by Farrell Fritz, P.C. on

I’ve long been intrigued with the frequency of litigation — especially in Delaware Chancery Court — over advancement of legal fees of a corporate director or officer or LLC manager who’s the target of a lawsuit by the entity...more

White and Williams LLP

Delaware Chancery Court Relies Upon Judicial Dissolution Power to Break Management Deadlock

by White and Williams LLP on

Shareholder agreements and operating agreements contain a variety of knobs and levers, many of which a company’s founders hope never to invoke. Chief among them are the provisions for resolving disputes or deadlocks in...more

White & Case LLP

Belgian Code on Companies and Associations: A practical handbook on the new law

by White & Case LLP on

The new Belgian Code on Companies and Associations enters into force on 1 May 2019. The Belgian Code on Companies and Associations (the "BCCA"), enacted by the Belgian parliament on 28 February 2019, repeals the existing...more

Patton Sullivan Brodehl LLP

Think Carefully Before Forming an “Out of State” LLC

by Patton Sullivan Brodehl LLP on

Many California-based LLC managers and members are lured by the potential benefits of forming the LLC under the laws of a jurisdiction outside of California. Delaware can be an enticing option. Delaware is known for its...more

Dentons

Unlocking corporate deadlock

by Dentons on

Parties typically enter into business with ambitions to promote growth opportunities, pool resources and, ultimately, increase shareholder return. During the preparation of various cash flow forecasts and business growth...more

Allen Matkins

Court Finds Nevada Corporate Law To Be No Bar To Alter Ego Claim

by Allen Matkins on

The gist of an alter ego claim is that that there is no separation between the corporation and its owners. As a result the distinct personality of the corporation may be disregarded and the shareholders held to account for...more

Whitman Legal Solutions, LLC

Business Dissolution–Severing Ties Without Fighting to the Death

Sometimes a relationship doesn’t work anymore. When we talk about divorce, it typically involves ending a marriage. We’ve all heard of contentious divorces. But a divorce also can be civilized and consist of a dispassionate...more

Allen Matkins

Legislator Proposes Limited Immortality For California LLCs

by Allen Matkins on

The California Revised Uniform Limited Liability Act originally provided that "A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending...more

Farrell Fritz, P.C.

Episode 17: Arbitrating Deadlock: A Conversation with Arbitrator Erica Garay

by Farrell Fritz, P.C. on

When 50/50 co-owners of a business are deadlocked on a major business decision, unless they have a written agreement that dictates a buy-sell process or appoints a “third director,” the unresolved deadlock may lead to...more

Allen Matkins

An LLC Is Not A Corporation (Again)

by Allen Matkins on

Professor Joshua Fershee continues to chide courts for "careless language related to limited liability companies (LLCs)". His post on the Business Law Prof Blog notes and quotes, but does not cite, a ruling from the Northern...more

Farrell Fritz, P.C.

A Pig in a Poke: The Rollercoaster Kadosh Settlement Litigation

by Farrell Fritz, P.C. on

Years ago, we wrote about the perils of “impromptu” settlements in business divorce cases – settlements eked out at the courthouse, on the fly, under pressure, during conferences, hearings, or trials. The resulting agreements...more

Allen Matkins

Court Lacks Authority To Order Buyout Of Foreign Entities

by Allen Matkins on

When one partner or members seeks the dissolution of a California limited partnership or limited liability company, the other partners or members may keep the LP or LLC alive by purchasing, for cash, the interests owned by...more

Orrick, Herrington & Sutcliffe LLP

Le modifiche in materia di quantificazione del risarcimento dei danni nelle azioni di responsabilità contro gli amministratori

Il decreto legislativo n. 14 del 12 gennaio 2019, recante il "Codice della crisi di impresa e dell'insolvenza", varato dal Governo (il "Decreto") in attuazione della legge delega n. 155/2017 ("Legge Delega") e pubblicato...more

Zapproved LLC

‘So sue me’ not enough to trigger duty to preserve evidence

by Zapproved LLC on

Siras Partners LLC v. Activity Kuafu Hudson Yards LLC - No. 650868/2015, 2018 NY Slip Op 32484(U) (N.Y. Sup. Ct. Sept. 28, 2018) - In this breach of contract case, the court refused to find that a vague threat of...more

Allen Matkins

Franchise Tax Board Is Now Able To Dissolve/Cancel Zombie Corporations And LLCs

by Allen Matkins on

As are result of legislation enacted last year, California corporations and limited liability companies may now apply to the Franchise Tax Board for administrative dissolution/cancellation. 2017 Cal. Stats. ch. 679 (AB...more

Farrell Fritz, P.C.

Minority Shareholder Oppression in the #MeToo Era

by Farrell Fritz, P.C. on

In the last two years, fueled by a series of high profile cases involving media executives, entertainers, and other public figures, #MeToo has gained worldwide recognition as a symbol of the burgeoning movement against sexual...more

Farrell Fritz, P.C.

A Fresh Take on an Old Doctrine – The “Adequate, Alternative Remedy” to Dissolution

by Farrell Fritz, P.C. on

After 35 years, Matter of Kemp & Beatley, Inc. (64 NY2d 63 [1984]), remains the leading authority in New York on oppression-based corporate dissolution. In Kemp & Beatley, the Court of Appeals announced a now-venerable legal...more

Allen Matkins

Secretary Of State Makes Terminating LLCs More Convenient

by Allen Matkins on

In June 2017, the California Secretary of State announced the debut of Bizfile, an online portal to help businesses file, search, and order business records quickly and conveniently from one webpage. Over the last year, the...more

Farrell Fritz, P.C.

Top Ten Business Divorce Cases of 2018

by Farrell Fritz, P.C. on

I’m very pleased to present my 11th annual list of this past year’s ten most significant business divorce cases. This year’s list includes four important appellate decisions, including one likely to stand as a landmark...more

Goodwin

Basis Stablecoin Shuts Down Due To What it Deems A “Serious Negative Impact” of U.S. Securities Regulations

by Goodwin on

Basis, one of the most well-funded crypto-startups, had plans to create an algorithmic central bank that aimed to create a price-stable cryptocurrency within a decentralized monetary system. In its April 2018 fundraising...more

Dentons

Winding up a company in record time despite claim of a dispute subject to arbitration

by Dentons on

In the recent High Court judgment in VTB Bank (Public Joint Stock Company) v Anan Group (Singapore) Pte Ltd [2018] SGHC 250, Dentons Rodyk, acting for the plaintiff, successfully obtained a winding up order on a debtor...more

Patton Sullivan Brodehl LLP

Conversion to an LLC from Another Entity — What Rights and Liabilities Change?

by Patton Sullivan Brodehl LLP on

Not much, really. While the entity’s form and structure morph to an LLC, the rights and liabilities of the entity are generally unaffected. Under California’s statutes governing the conversion of an entity to an LLC...more

Morris James LLP

Court of Chancery Explains When to Dissolve an LLC

by Morris James LLP on

Decco U.S. Post-Harvest Inc. v. Mirtech Inc., C.A. No. 2018-0100-JTL (Del. Ch. Nov. 28, 2018) - Under Section 18-802 of the Delaware LLC Act, the Court of Chancery may dissolve an LLC when it is “not reasonably practical”...more

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