Since the 1959 Carmer decision discussed in the prior post, several other noteworthy Delaware opinions have explained what exactly a “joint venture” means for purposes of Section 273 of
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Dissolution
Section 273 Dissolution – What Constitutes a “Joint Venture” (Part I of II)
Section 273 of the Delaware General Corporation Law (“DGCL”) requires that the stockholders “shall be engaged in the prosecution of a joint venture” in order to seek dissolution of an…
Continue Reading Section 273 Dissolution – What Constitutes a “Joint Venture” (Part I of II)
Section 273 Dissolution – Timing of Requirement of 50/50 Stockholders
As addressed in the prior post, under Section 273 of Delaware General Corporation Law (“DGCL”), the “joint venture” entity sought to be dissolved must be comprised of no more than…
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Section 273 Dissolution – 50/50 Stockholders Required
In a prior post, we discussed the dissolution of “joint venture” entities under 8 Del. C. Section 273, along with the requirement that such entities only have two…
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Court Stays Consideration of Action to Allow Arbitrator to Determine Jurisdiction
The Delaware Court of Chancery has not uncommonly stayed actions in favor of a first-filed arbitration proceeding, especially for the purposes of allowing the arbitration panel to determine the scope…
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Chancery Grants Petition to Dissolve Corporation Pursuant to Section 273
Under the Delaware General Corporation Law (the “DGCL”), 8 Del. C. § 273 provides the basis for the dissolution of a deadlocked “joint venture” corporation, meaning that there are two…
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Relation between Section 291 Receiver Proceedings and Involuntary Bankruptcy Actions
In prior posts we have discussed receivership actions commenced under Section 291 of the Delaware General Corporation Law (“DGCL”). As a recap, under Section 291, a creditor may petition the…
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Involuntary Dissolution of Delaware Alternative Entities: The “Not Reasonably Practicable to Carry on the Business” Standard (Part III)
When will the Court grant dissolution of an LLC? In prior posts, we discussed the “not reasonably practicable to carry on the business” standard set forth under 6 Del. C.…
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Involuntary Dissolution of Delaware Alternative Entities: The “Not Reasonably Practicable to Carry on the Business” Standard (Part II)
In this prior post, we discussed the “not reasonable practicable to carry on the business” standard for the involuntary dissolution of a Delaware alternative entity, such as LLCs, LPs…
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Delaware Dissolution Procedures: The Extent of Potential Director Liability
Section 281(b) of the Delaware General Corporation Law (the “DGCL”) makes clear that as to future claims, the dissolved corporation shall adopt a plan of distribution pursuant to which the…
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