There is a precious paucity of Delaware decisions that thoroughly and directly address the potential equitable dissolution of an LLC, as compared to a statutory dissolution of an LLC based on the LLC Act, but that situation has been ameliorated by the recent Delaware Court of Chancery decision in SolarReserve CSP Holdings LLC v. Tonopah Solar Energy LLC, C.A. No. 2019-0791-JRS (Del. Ch., Mar. 18, 2020). But note that this decision was vacated by the Court of Chancery’s Order dated August 20, 2021.Tonopah did not oppose a Motion to Vacate in this case after the Delaware Supreme Court, by Order dated August 9, 2021, granted a Motion to Vacate a books-and-records Chancery decision issued July 2020 in a case involving the exact same parties–as a result of Tonopah’s bankruptcy filing precluding appellate review.

Even without precedential value, in light of the Aug. 20, 2021 Order vacating the decision, this case may still have some noteworthy aspects, in part, because it is only the second decision (as of March 2020), to both thoroughly and directly address the somewhat esoteric issue of the equitable dissolution of an LLC–other than the Court of Chancery decision styled In re Carlisle Etcetera LLC, 114 A.3d 592 (Del. Ch. 2015). See also, Trusa v. Nepo Chancery decision highlighted on these pages.

Because this writer represents a party in the case, and the appeal period has not yet expired, the only point I want to publicly publish about this case at this time is that it is must reading for anyone interested in the latest iteration of Delaware law on those circumstances when the Court of Chancery, may, or may not, consider equitable dissolution of an LLC when the criteria of the LLC Act cannot be satisfied.