It is essential to establish first if participating companies are under a control relationship and of the same corporate group

Two recent cases examine whether, given the impossibility to liquidate a company due to a corporate deadlock, a court can invalidate certain resolutions at the request of one shareholder.

In a highly anticipated decision issued last Thursday (on December 19, 2019), the United States Court of Appeals for the Third Circuit held in In re Millennium Lab Holdings II, LLC that a bankruptcy court may constitutionally confirm a chapter 11 plan of reorganization that contains nonconsensual third-party releases. The court considered whether, pursuant to the United States Supreme Court’s decision in Stern v. Marshall, 564 U.S. 462 (2011), Article III of the United States Constitution prohibits a bankruptcy court from granting such releases.