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 applied case law, statutes, and learned commentary that it synthesized in a careful application of
dissolution
16th Annual Review of Key Delaware Corporate and Commercial Decisions
16th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi and Chauna A. Abner
This is the 16th year that Francis Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This list does not attempt to include…
Chancery Declines to Order Reserve for Fraud Claims Against Dissolving Corporation Under DGCL Section 280
By Francis Pileggi on
Posted in Chancery Court Updates
There remains a relative paucity of opinions addressing the nuances of the dissolution statute under DGCL Section 280, compared to the Delaware decisions addressing other sections of the DGCL, so we refer to a recent Court of Chancery decision that denies a Motion for Reargument under Rule 59(f) of a ruling that rejected a request…
Chancery Addresses Adequate Security for Dissolution Pursuant to DGCL Section 280(c)(1)
By Francis Pileggi on
Posted in Chancery Court Updates
Due to the relative lack of abundant, comprehensive case law analyzing the criteria the court will use to determine the amount of security deemed sufficient for purposes of satisfying DGCL Section 280 in connection with seeking court approval of a dissolution, and related distributions, the recent Court of Chancery decision in the matter of In…
Supreme Court Addresses Claims Against Dissolved Corporation
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Anderson v. Krafft-Murphy Company, Inc., Del. Supr., No. 85-2013 (Nov. 26, 2013).
Issue Presented: Delaware’s Supreme Court addresses issues of first impression in this opinion, including: does Delaware’s corporation dissolution scheme (8 Del. C. Sections 278 to 282) have a “general” statute of limitations for claims by third-parties against dissolved corporations? Short Answer: No.…
Chancery Addresses Two Methods for Dissolving Delaware Corporations; No Receiver Appointed 10 Years after Dissolution and No Claims Allowed after 10 Years
By Francis Pileggi on
Posted in Chancery Court Updates
In the Matter of Krafft-Murphy Company, Inc., C.A. No. 6049-VCP (Del. Ch. Feb. 4, 2013).
Issue Addressed
This case addresses a question of first impression in Delaware: Whether a receiver should be appointed more than 10-years after the dissolution of a Delaware corporation when the dissolved corporation’s only assets are liability insurance policies. The…
Chancery Addresses Issues in Dissolution of LLC
By Francis Pileggi on
Posted in Chancery Court Updates
Gould v. Gould, C.A. No. 3332-VCP (Del. Ch. Aug. 14, 2012). This 38-page decision addressed issues that arose in connection with the dissolution of an LLC, and in particular, disputes that arose regarding the sale of assets of the LLC, which sale was overseen by a trustee appointed by the Court for the dissolution and…
Court Addresses Question of Appointment of a Receiver for Defunct Corporation to Deal with Insurance Policies and Latent Asbestos Claims
By Francis Pileggi on
Posted in Chancery Court Updates
In the recent decision styled as: In The Matter of Krafft-Murphy Co., Inc., CA No. 6049-VCP (Del. Ch. Nov. 9, 2011), read opinion here, the Court addressed the unusual and novel issue of whether a receiver can be appointed under 8 Del. C. § 279 for a dissolved insulation company for claimants who suffered…
Chancery Sorts out Imbroglio Due in Part to Lack of LLC Operating Agreement
By Francis Pileggi on
Posted in Chancery Court Updates
Phillips v. Hove, C.A. No. 3644-VCL (Del. Ch. Sept. 22, 2011). Read opinion here.
Issues Addressed
This 52-page post-trial opinion addressed a score of issues related to the fiduciary duties owed by member-managers and the dissolution of an LLC based on a deadlock. The opinion also determined the voting membership of an LLC…
Chancery Appoints Receiver Pursuant to § 17-805 to Oversee Winding-up of Dissolved LP
By Francis Pileggi on
Posted in Chancery Court Updates
Techmer Accel Holdings, LLC v. Amer, C.A. No. 4905-VCN (Del. Ch. Dec. 29, 2010), read opinion here.
Issues Addressed
This 36-page opinion from the Delaware Court of Chancery involved the appointment of a receiver pursuant to Section 17-805 of the Delaware Limited Partnership Act in order to oversee the winding up of the limited…