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
LLC dissolution
Chancery Determines Ownership Interest in LLC and Remedy for Breach of Fiduciary Duties
Grove v. Brown, C.A. No. 6793-VCG (Del. Ch. Aug. 8, 2013)
Issues Addressed: This post-trial opinion addresses issues involved in a 4-person LLC whose members disputed: (1) what specific ownership interest each had in the LLC; (2) the impact of a member not contributing the required amount of start-up capital; (3) whether there…
Chancery Addresses Issues in Dissolution of LLC
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…
Chancery Dissolves LLC Based on Section 18-802 “Reasonably Practicable” Standard
In Fisk Ventures LLC v. Segal, (Del. Ch., Jan. 13, 2009), read opinion here, (hat tip: Delaware Business Litigation Report), the Delaware Chancery Court dissolved an LLC based on the standard in Section 18-802 of the Delaware LLC Act, that it was not "reasonably practicable" to carry on the business of the LLC…. Among other reasons, this…