Dissolution of an LLC
In Haley v. Talcott, Del. Ch., No. 098-S (Dec. 16, 2004), the Delaware Chancery Court addressed a relatively uncharted area of LLC law. Namely, forced dissolution of an LLC. The court noted that the statute only provides for forced dissolution in the event of issues with the Operating Agreement--implying that the statute would not apply in the absence of an Operating Agreement. The court referred by analogy to Section 273 of the DGCL that applies to those corporations owned 50/50 by not more than 2 owners. Thus, one reading of this case is that Section 273's prerequisites would need to be satisfied if that section would be applicable by analogy to an LLC.
