In a recent bench ruling, the Delaware Court of Chancery addressed an issue that it acknowledged had not been squarely decided by the court in a prior published decision: corporate counsel’s role and scope of engagement for a two-member deadlocked board. In Kundrun v. AMCI Group, LLC, C.A. No. 2025-0570-LM-VCL (Del. Ch. Oct. 22
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Chancery Clarifies Minimum Allegations for Business Entity Dissolution: Big Win for Acknowledgment of Nuanced Business Realities
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery ruling is a gem, notwithstanding—or maybe because of—its brevity, that addresses the minimum allegations required to seek dissolution of a business entity, and deserves a place in the pantheon of Delaware decisions. It presents itself to the world in the form of a short and humble Order that simply…
Recent Chancery Decision Addresses Dissolution Based on LLC Deadlock
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provided an exemplary analysis of when a deadlock in an LLC might be the basis for a dissolution. In Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Jan. 29, 2021), the court analyzed case law, statutes, and learned commentary that it synthesized in a careful application to…
Chancery Upholds Waiver of Dissolution Rights in LLC
By Francis Pileggi on
Posted in Court of Chancery Updates
Huatuco v. Satellite Healthcare,et al., C.A. No. 8465-VCG (Del. Ch. Dec. 9, 2013).
Issue Addressed: Whether the provisions of the LLC agreement waived the statutory right to dissolution that a member of an LLC would otherwise have, pursuant to Section 18-802 of the Delaware LLC Act. Short Answer: Yes.
Brief Overview:…
Delaware Chancery Court Appoints Custodian for Deadlocked Corporation
By Francis Pileggi on
Posted in Court of Chancery Updates
Miller v. Miller, 2009 Del. Ch. LEXIS 16 (Feb. 10, 2009)(revised Feb. 17, 2009). This Delaware Chancery Court opinion appointed a custodian (for a limited time and with limited authority), for a corporation owned 50/50 by two brothers. The appointment was pursuant to Section 226 of the Delaware General Corporation Law (DGCL).…
Chancery Court Appoints Liquidating Trustee for Deadlocked LLC
By Francis Pileggi on
Posted in Court of Chancery Updates
Spellman v. Katz, (Del Ch., Feb. 6, 2009), read opinion here. This Delaware Chancery Court opinion involved the appointment of a liquidating trustee to wind-up the LLC where the two 50/50 owners were deadlocked and their Operating Agreement already provided for dissolution.
The same vice chancellor issued a decision a few days later involving…