Nonprofit Basics: How To Wind up a California Charity
Episode 013: Interview with Justice Carolyn E. Demarest (Ret.) on Business Divorce Litigation
What is a petition for dissolution of marriage and what does it mean to serve the petition?
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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