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
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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…
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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)…
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Section 273 Dissolution – What Constitutes a “Joint Venture” (Part II of II)
By Fox Rothschild LLP on
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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Section 273 Dissolution – Timing of Requirement of 50/50 Stockholders
By Fox Rothschild LLP on
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
By Fox Rothschild LLP on
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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Chancery Grants Petition to Dissolve Corporation Pursuant to Section 273
By Fox Rothschild LLP on
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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Involuntary Dissolution of Delaware Alternative Entities: The “Not Reasonably Practicable to Carry on the Business” Standard (Part II)
By Fox Rothschild LLP on
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 Statutory Dissolution Procedures: Potential Limitation of Stockholder Liability
By Fox Rothschild LLP on
Potential Limitation of Stockholder Liability
Section 282 of the Delaware General Corporation Law (“DGCL”) provides for limitations on the potential liability of stockholders where the corporation has complied with the…
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“Elective” vs. “Default” Dissolution Procedures of Delaware Corporations: Potential Extent of Director Liability (Part II)
By Fox Rothschild LLP on
In the prior post, a discussion was provided regarding the limitation of liability of directors of a dissolved corporation following either the “elective” or “default” dissolution procedures. This article…
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