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
deadlock
Chancery Upholds Waiver of Dissolution Rights in LLC
By Francis Pileggi on
Posted in Chancery Court 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 Chancery Court 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 Chancery Court 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…