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Corporate Governance Corporate Dissolution

Saul Ewing LLP

2024 Amendments to the Delaware General Corporation Law and Alternative Entity Statutes

Saul Ewing LLP on

On July 17, 2024, Delaware Governor John Carney signed into law the 2024 amendments to the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “LLC Act”), the...more

Allen Matkins

Is There Any Repose For A Dissolved Nevada Corporation?

Allen Matkins on

NRS 78.585 bars any cause of action against a dissolved Nevada corporation or its directors, officers, or stockholders if it is commenced within...more

Morris James LLP

Chancery Orders LLC’s Dissolution as Sanction

Morris James LLP on

Kaufman v. DNARx LLC, C.A. No. 2022-0968-KSJM; C.A. No. 2022-0982-KSJM (Del. Ch. Dec. 29, 2023) (ORDER) - The Court of Chancery has broad power to address litigation misconduct....more

Allen Matkins

How Does One Serve A Dissolved Corporation?

Allen Matkins on

The California General Corporation Law provides that a California corporation that is dissolved continues to exist for the purpose of, among other things, defending actions against it.  Cal. Corp. Code § 2010(a).  This, of...more

Conyers

Restoration of BVI Companies Struck Off Before 1 January 2023

Conyers on

BVI companies that were struck off prior to 1 January 2023 were automatically dissolved and ceased to exist after 30 June 2023. Any assets held by such companies have now automatically been vested in the Crown. In order to...more

A&O Shearman

Luxembourg case law briefing – corporate law highlights - 2023 Edition

A&O Shearman on

We are very pleased to present the third edition of our Luxembourg corporate law-focused case law briefing. In this edition, we are focusing on the 2022 calendar year rulings we identified to be the most relevant for...more

Farrell Fritz, P.C.

A Cross-Country Road Trip of Elections to Purchase in Dissolution Proceedings

Farrell Fritz, P.C. on

When a minority shareholder petitions for dissolution of a corporation on the grounds of oppressive or illegal conduct (see BCL 1104-a), Section 1118 of New York’s Business Corporation Law allows the corporation or any other...more

Allen Matkins

Court Finds No Right To Prejudgment Interest In Buy-Out Of Shares

Allen Matkins on

Section 1800 of the California Corporations Code authorizes specified persons to file a complaint for involuntary dissolution of the corporation based on specified grounds.   Section 2000 provides an "escape hatch" by which...more

Woodruff Sawyer

Corporate Dissolutions: D&O Protection Considerations

Woodruff Sawyer on

Many companies rely on capital raises to grow their business and bring products and services to market—but there are times that economic and financial market conditions make it difficult for companies to secure needed...more

Allen Matkins

A Vice Chancellor Strives To Untangle California's Limited Partnership Dissolution Statutes

Allen Matkins on

The California Corporations Code governs the birth and death of a wide variety of entities, including corporations, limited partnerships, and limited liability companies.  The provisions relating to each of these types of...more

Hogan Lovells

No company? No problem: disqualification of unfit directors possible despite company dissolution

Hogan Lovells on

Company directors who act in breach of their statutory and fiduciary duties can face disqualification for up to 15 years pursuant to the Company Directors Disqualification Act 1986 (CDDA). Prior to 15 February 2022, civil...more

Allen Matkins

Why A Dissolved Corporation May Sue While A Suspended Corporation May Not

Allen Matkins on

Under the California General Corporation Law a corporation which is dissolved nevertheless continues to exist for the purpose, among others, of prosecuting actions.  Cal. Corp. Code § 2010(a).   Further, no action to which a...more

Allen Matkins

What Is A "Known Liability" And Why Does It Matter?

Allen Matkins on

My last several posts have for the most part concerned the liability of shareholders when a corporation voluntarily or involuntarily dissolves.  Directors may also face liability under Section 316(a)(2) of the Corporations...more

Allen Matkins

Recovering Improper Distributions From Shareholders When Winding Up The Corporation

Allen Matkins on

Yesterday's  post observed that Chapter 5 of the California General Corporation Law does not apply to proceedings for winding up and dissolution of a California corporation under either Chapter 18 (involuntary dissolutions)...more

Allen Matkins

Dissolution And Limitations On Distributions To Shareholders

Allen Matkins on

Chapter 5 of the California General Corporation Law imposes specific limitations on distributions to shareholders, as defined in Section 166.  When a corporation is wound up and dissolved, whether the dissolution is...more

Allen Matkins

What Is So Special About A "Special Proceeding"?

Allen Matkins on

Several provisions of the California General Corporation Law provide for "special proceedings" in the Superior Court.  One such provision is Section 1800 which allows certain persons to bring an action for the involuntary...more

Allen Matkins

How To Erase A Business Entity's Cancellation

Allen Matkins on

Sometimes people get confused and will file a certificate of cancellation or dissolution with the California Secretary of State when the entity has not dissolved, much less completely wound up its affairs.  The challenge then...more

White and Williams LLP

Breaking Up (a Business) Is Hard to Do: How to Plan Ahead to Ease the Pain

In business, as in marriage, financial problems put stress on a relationship and are a common cause of divorce. No business divorce is easy, but partners who have ahead of time vetted governance, dispute resolution,...more

Whitman Legal Solutions, LLC

Singing Auld Lang Syne and Inventorying Special Purpose Entities

As the ball drops in Times Square on New Year’s Eve, millions of people join in singing Auld Lang Syne. National poet of Scotland Robert Burns first recorded the words to this poem on paper in 1788. The  English...more

White and Williams LLP

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

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

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

Allen Matkins

Legislator Proposes Limited Immortality For California LLCs

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

Allen Matkins

An LLC Is Not A Corporation (Again)

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

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

Allen Matkins

Secretary Of State Makes Terminating LLCs More Convenient

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

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