In a noteworthy and recent Court of Chancery decision, Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Jan. 29, 2021), the Delaware Court of Chancery ruled upon a member’s request to invalidate dissolution of a Delaware limited liability company. The opinion is an important read as the Court considered whether the LLC deadlock–which provided
Voluntary and Judicial Dissolution of a Delaware Limited Partnership Examined
The Delaware Revised Uniform Limited Partnership Act (“DRULPA”) sets forth the standard to dissolve a limited partnership formed under Delaware law. 6 Del. C. § 17-101, et seq.
Under Section 17-801 of the DRULPA, a Delaware limited partnership will voluntarily dissolve upon the occurrence of certain events, including: (i) at a time specified in
What Remedies are Available in a DGCL Section 273 Joint Venture Dissolution Action?
In a prior post, we discussed the standards required to obtain relief under Section 273 of the Delaware General Corporation Law (“DGCL”), i.e. (i) that a Delaware corporation has two 50/50 stockholders, (ii) that the company is engaged in a joint venture, and (iii) the 50/50 stockholders are unable to agree as to whether
Petitioning the Court of Chancery to Appoint a Custodian or Receiver to a Delaware Corporation Under Section 226 of the DGCL
When a Delaware corporation is deadlocked and unable to operate as a result of dissension among its shareholders or directors, or has abandoned its business, what remedies are available to the company’s shareholders under Delaware law? Section 226 of the Delaware General Corporation Law (“DGCL”) squarely addresses this issue. Under that statute, any shareholder of
Dissolution of a Delaware LLC with Members of Equal Ownership Interest
Section 273 of the Delaware General Corporation Law (the “DGCL”) provides a basis for the dissolution of a deadlocked “joint venture” corporation, in which two equal shareholders cannot agree on whether to discontinue the corporation. However, the Delaware Limited Liability Act (“LLC Act”) does not have a provision similar to 8 Del. C. § 273