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
section 18-802
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…
Chancery Dissolves LLC Based on Section 18-802 “Reasonably Practicable” Standard
By Francis Pileggi on
Posted in Chancery Court Updates
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…