In this memorandum opinion, the Court of Chancery appointed a receiver for an insolvent corporation deadlocked over how to discharge a tax lien.

Theresa V. Brown-Edwards, Ryan M. Murphy

In this memorandum opinion, the Court of Chancery denied a motion filed on behalf of a dissolved corporation to dismiss a petition for the appointment of a receiver under 8 Del. C. § 279, ruling that the petitioners might “conceivably” demonstrate entitlement to such appointment in light of their factual allegations concerning the dissolved corporation’s “plan of dissolution” under 8 Del. C. § 281(b). The Court also granted the petitioners’ motion to perfect service upon the dissolved corporation and denied the motion to dismiss for insufficiency of service of process.

In this memorandum opinion, the Court of Chancery held that a retiring member of a limited liability company was entitled to his proportionate share of the liquidation value, rather than the going concern value, of the company.

In this en banc decision, the Delaware Supreme Court affirmed the Court of Chancery’s decision that laches, instead of the applicable statute of limitations, applied to the plaintiff corporate officer’s claim for indemnification, and thus upheld the Court of Chancery’s decision that plaintiff was entitled to indemnification for certain actually and reasonably incurred attorneys’ fees and expenses.

In this post-trial decision, the Court of Chancery held that a company’s repurchase of senior notes from an insider approximately six months after returning to solvency did not violate the express or implied terms of the indenture, constitute a fraudulent transfer, nor give rise to fiduciary duty claims on which the creditor had standing to sue.

The petitioner entities, two New York limited liability companies (the “Petitioners”), filed a petition seeking judicial dissolution and winding up of nine Delaware limited liability companies (the “Respondents”) pursuant to Sections 18-802 and 18-803 of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the “LLC Act”), or, in the alternative, appointment of a receiver for the Respondents pursuant to Section 18-805 of the LLC Act.

C.A. No. 3972-CC (Del. Ch. Oct. 14, 2008) (C. Chandler).

C.A. No. 3017-CC (Del. Ch. February 24, 2009)

On February 24, 2009, Chancellor Chandler issued a two-page order in Fisk Ventures, LLC v. Segal, et al. addressing several aspects of the Order and Decree of Judicial Dissolution of Genitrix, as to which the parties could not agree upon the form and content of the petitioner’s form of order. One of Chancellor Chandler’s conclusions merits additional attention.

WILMINGTON, Del. – The State of Idaho’s Department of Finance has won approval for a court-appointed examiner in the closely watched bankruptcy proceedings of DBSI, Inc., an Idaho-based investment firm. Judge Peter Walsh of the U.S. Bankruptcy Court for the District of Delaware has given the examiner the authority to probe $2 billion in allegedly fraudulent securities transactions made by DBSI. The scheme involved more than 12,000 investors and 270 properties throughout the country.