Tag Archives: dissolution

Chancery Addresses Adequate Security for Dissolution Pursuant to DGCL Section 280(c)(1)

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 … Continue Reading

Supreme Court Addresses Claims Against Dissolved Corporation

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. [Editor’s … Continue Reading

Chancery Addresses Two Methods for Dissolving Delaware Corporations; No Receiver Appointed 10 Years after Dissolution and No Claims Allowed after 10 Years

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 Court observed that … Continue Reading

Court Addresses Question of Appointment of a Receiver for Defunct Corporation to Deal with Insurance Policies and Latent Asbestos Claims

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 latent … Continue Reading

Chancery Sorts out Imbroglio Due in Part to Lack of LLC Operating Agreement

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 that lacked … Continue Reading

Chancery Appoints Receiver Pursuant to § 17-805 to Oversee Winding-up of Dissolved LP

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 partnership … Continue Reading