On May 24, 2012, the United States District Court for the Southern District of New York (District Court) issued an opinion with significant ramifications for law firms seeking to hire former partners from bankrupt law firms. At issue was whether, under New York partnership law, the law firms that hired former partners of Coudert Brothers LLP (Coudert), a dissolved and bankrupt law partnership, must account for profits that the former Coudert partners earned while completing work on open client matters they took with them from Coudert.
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.
A recent New York bankruptcy case holds that shareholders, directors and officers who dissolve a corporation to avoid paying a judgment against the business may be jointly and severally liable for a non-dischargeable debt in their personal bankruptcies.
C.A. No. 3972-CC (Del. Ch. Oct. 14, 2008) (C. Chandler).
On January 13, 2009, in Fisk Ventures, LLC v. Segal, the Court of Chancery of Delaware considered the petition by an investor to have Genetrix, LLC dissolved because it was no longer “reasonably practicable” to continue to operate the company when the company had no operating revenue, no prospects of equity or debt infusion, a deadlocked board of directors and an operating agreement that gave no means of navigating around the deadlock. The court found in favor of the investor and concluded that judicial dissolution was the best and only option for the members in the company.
The limited liability company is widely used as the business entity of choice for a number of reasons, including its asset protection benefits. If a creditor of an LLC member attempts to seize the LLC member's interest (or the assets of the LLC for that matter), the creditor will have to deal with the charging order roadblock.
Introduction
Where a British Virgin Islands company is struck off the register, its directors and members cannot carry on the company's affairs, commence or defend legal proceedings in the name of the company, or deal with the assets of the company.
Voluntary liquidation or Strike-off? - Alternatives to voluntarily achieving the conclusion of operations and dissolution of Cayman companies
Supreme Court Judgment dated 10 March 2016 (STS 151/2016)
The judgment of the Supreme Court analyses the objective scope of extension of the liability for obligations and debts for which, as appropriate, the director of a company should be liable and, more specifically, the scope of "the corporate obligations subsequent to the occurrence of the legal ground for dissolution".
On 13 December 2008 the official Spanish government gazette, “Boletín Oficial del Estado” published the Spanish “Real Decreto- Ley 10/2008” of 12 December, which sets out financial measures intended to improve the liquidity of small and medium sized enterprises, and other complementary economic measures.