Statutory Dissolution of Delaware LLC
In one of the few decisions to directly interpret the Delaware LLC statutory provision allowing for involuntary judicial dissolution of an LLC, the Chancery Court opinion of In Re: Silver Leaf, LLC, download pdf file, seems to be saying "a pox on both your houses". Though dissolution was granted, the court was displeased with both parties who sought dissolution, and refused to appoint a receiver to oversee the dissolution as well as prohibiting the parties from pursing further litigation without prior approval of the court. More importantly, at pages 27 and 28, the court explains the statutory phrase "reasonably practicable to carry on business" as a basis to dissolve an LLC, and refers by analogy to the LP statute. Also included is a discussion of the equitable defense of "unclean hands".
