On May 22, 2014, the Delaware Supreme Court, applying New York law, affirmed the dismissal of an action brought by Plaintiff noteholders against other noteholders under an indenture for approving amendments with which Plaintiffs disagreed.

The Delaware Supreme Court recently offered new insight into a dissolved corporation’s exposure to liability for third party claims. InAnderson v. Krafft-Murphy Company, Inc.,1 the Court held as a matter of first impression in Delaware that the statutory scheme governing the dissolution and winding up of a Delaware corporation does not contain a general statute of limitations that would shield a dissolved corporation from liability.

I. Factual Background and Procedural History2