News & Analysis as of

Dissolution Corporate Dissolution

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

Allen Matkins

California Secretary of State Amends Certificate of Cancellation Form, But Is The Change Lawful?

Allen Matkins on

Last summer, I noted that the California Secretary of State's form of certificate of cancellation for limited partnerships required the statement that upon filing a certificate of cancellation, a limited partnership's powers,...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

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

Actions Against Shareholders Of Dissolved Corporations (Part III)

Allen Matkins on

Today's post follows up on two prior posts addressing actions by creditors of dissolved corporations.  This post discusses the non-applicability of Chapter 5 of the California General Corporation Law to proceedings for...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

Morris James LLP

Court of Chancery Stays Action for Violation of Rule against Claim Splitting Pending Resolution of a Duplicative Federal Action

Morris James LLP on

Goureau v. Lemonis, C.A. No. 2020-0486-MTZ (Del. Ch. Mar. 30, 2021) Delaware follows the modern “transactional” view of claim splitting, which bars a plaintiff from bringing bring duplicative proceedings in different courts...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

Patterson Belknap Webb & Tyler LLP

Commercial Division Holds Corporate Directors May Be Individually Liable When Informally Dissolved Company Forgoes Notice to...

In Morse v. LoveLive TV US, Inc., a recent decision by Justice Robert R. Reed of the New York County Commercial Division, the Court denied a defendant’s motion to dismiss, holding that where it is impossible or futile to...more

McGuireWoods LLP

Can A Dissolved Corporation Claim Privilege Protection?

McGuireWoods LLP on

Deceased individuals' privilege protection survives their death, and bankrupt companies can also claim privilege protection under certain circumstances (although it may be owned by a trustee). But as the court in Affiniti...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Prevents End-Run Around Rule Precluding Judicial Dissolution of Foreign Business Entities

In Matter of Raharney Capital, LLC v. Capital Stack LLC, the First Department held that New York courts lack subject matter jurisdiction over foreign company dissolution proceedings. ...more

Farrell Fritz, P.C.

Summer Shorts: Three Must-Read Decisions

Farrell Fritz, P.C. on

Regular readers of this blog know it’s been anything but summer doldrums in the world of business divorce, what with case law developments such as the Appellate Division’s potentially far-reaching ruling on the purposeless...more

Farrell Fritz, P.C.

Announcing Must-Have Treatise on Business Divorce Litigation

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

Morris James LLP

What is Business Divorce?

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

Allen Matkins

Nevada To Allow Corporations To Stiff Charon

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

Allen Matkins

Court Decides Dissolved Corporation “Still Exists”

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

Cozen O'Connor

Attorney-Client Privilege & Corporate Dissolution

Cozen O'Connor on

Allegheny County Court of Common Pleas Senior Judge R. Stanton Wettick Jr.'s recent ruling in Red Vision Systems v. National Real Estate Information Services, No. 14-0411 (Comm. Pls. Feb. 26, 2014), that the attorney-client...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Holds Receiver is Required to Defend Lawsuits After a Corporation is Wound-Up; Finds No Generally...

In Anderson v Krafft-Murphy Co. Inc., 2013 Del. LEXIS 597 (Del. Nov. 26, 2013), the Delaware Supreme Court held that Sections 278 and 279 of the Delaware General Corporation Law, 8 Del. C. §§ 278-279, require a dissolved...more

24 Results
 / 
View per page
Page: of 1

"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:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide