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
section 18-802
Recent Chancery Decision Clarifies Basis for Judicial Dissolution of LLC
A recent decision of the Delaware Court of Chancery is noteworthy for clarifying the less-than-clear case law regarding what specific factual allegations in support of a petition for judicial dissolution of an LLC would survive a motion to dismiss. In the case styled: In re: Dissolution of T&S Hardwoods KD, LLC, C.A. No. 2023-0782-MTZ…
Chancery Court Appoints Liquidating Trustee for Deadlocked LLC
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…
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…