Litigation

Chancery Rejects Request to Appoint Receiver of Dissolved Corp. Pursuant to DGCL Section 279

By Francis G. X. Pileggi, Esq.

In the Matter of Dow Chem. Int'l Inc. of Delaware, 2008 Del. Ch. LEXIS 147 (Oct. 14, 2008). The Chancery Court in this opinion rejected a request to appoint a receiver for a dissolved corporation pursuant to  Section 279, primarily in light of the company having been dissolved 20 years ago and not having any assets. The purpose for requesting  the appointment of a receiver was so that the plaintiff could sue the dissolved company.

The  Court explained that DGCL Section 278 provides only a three-year window during which suits can be brought against a dissolved corporation. That section gives the Court discretion to extend  the three-year period only to deal with pending litigation or to dispose of remaining assets. That limited grant of discretion did not apply to the facts of this case.

Full post as published by Delaware Corporate and Commercial Litigation Blog on October 27, 2008 (boomark / email).