Section 18-802 of Delaware’s Limited Liability Act (“LLC Act”) provides a statutory basis for the Court of Chancery to dissolve a Delaware LLC. The statute, which confers standing upon an
Continue Reading Court of Chancery Opinion Addresses the Equitable Dissolution of a Delaware LLC
Dissolution
Chancery Approves Sale of TransPerfect Global, Inc.
By Fox Rothschild LLP on
The Delaware Court of Chancery recently approved a plan to sell TransPerfect Global, Inc. (“TransPerfect” or the “Company”) to co-owner Philip Shawe. In the Court’s most recent opinion issued earlier…
Continue Reading Chancery Approves Sale of TransPerfect Global, Inc.
Chancery Grants Dissolution Under Section 18-802 of the LLC Act
By Fox Rothschild LLP on
In the recent decision of In re: GR Burgr, LLC; GR US Licensing, LP v. Rowen Seibel, C.A. No. 12825-VCS (Del. Ch. Aug. 25, 2017), Vice Chancellor Slights entered…
Continue Reading Chancery Grants Dissolution Under Section 18-802 of the LLC Act
You Can’t Pick Your Facts
By Beth B. Miller on
Clients can pick their own attorneys but they cannot pick their own facts. A recent case decided by Master Ayvazian highlights the difficulties that unfortunate facts can present.
Creditors have…
Continue Reading You Can’t Pick Your Facts
Creditor Lacks Standing to Bring Derivative Suit against LLC
By Fox Rothschild LLP on
The recent decision of Trusa v. Nepo, C.A. No. 12071-VCMR (Del. Ch. April 13, 2017), stands for the proposition that a creditor lacks standing to assert a derivative claim…
Continue Reading Creditor Lacks Standing to Bring Derivative Suit against LLC
Court Appoints Custodian to Deadlocked Corporation to Serve as 7th Director
By Fox Rothschild LLP on
In the recent decision of Kleinberg v. Aharon, C.A. No. 12719-VCL (Del. Ch. Feb. 3, 2017), the Court of Chancery appointed a custodian over a Delaware corporation under Section…
Continue Reading Court Appoints Custodian to Deadlocked Corporation to Serve as 7th Director
Personal Jurisdiction over LLC Manager Act Analyzed by Chancery
By Fox Rothschild LLP on
In the recent decision of In the Matter of Dissolution of Artic Ease LLC, C.A. No. 8932-VCMR (Del. Ch. Dec. 9, 2016), the Court of Chancery analyzed whether an…
Continue Reading Personal Jurisdiction over LLC Manager Act Analyzed by Chancery
High Standard for Court-Ordered Dissolution of a Solvent Delaware Corporation
By Fox Rothschild LLP on
Often times, shareholders may seek to dissolve a Delaware corporation and appoint a receiver for a variety of reasons, including the fact that the stockholders and/or management simply cannot “get…
Continue Reading High Standard for Court-Ordered Dissolution of a Solvent Delaware Corporation
Joint Venture Dissolution Under Section 273: Appropriate Remedies
By Fox Rothschild LLP on
If a petitioner is able to satisfy the three requirements set forth in Section 273 of the DGCL—namely (i) two 50/50 stockholders, (ii) engaged in a joint venture, and (iii)…
Continue Reading Joint Venture Dissolution Under Section 273: Appropriate Remedies
Section 273 Dissolution – Inability to Agree upon the Desirability of Discontinuing the Joint Venture
By Fox Rothschild LLP on
Under Section 273 of the DGCL, the third requirement under the statute is the inability of the two stockholders to agree upon the desirability of discontinuing the joint venture…
Continue Reading Section 273 Dissolution – Inability to Agree upon the Desirability of Discontinuing the Joint Venture