Any commercial or corporate litigator who needs to pursue claims against a dissolved entity should read the recent Delaware Court of Chancery opinion in Capone v. LDH Management Holdings LLC, C.A. No. 11687-VCG (Del. Ch. April 25, 2018). In essence, the court nullified the certificate of cancellation that had dissolved the LLC in this case because no reserves were set aside, as required by statute, for claims that the executives of the LLC were aware of before they dissolved the company. In effect, the court revived or resurrected the LLC so that claims could be made against it. Presumably (though not expressly addressed in the court’s decision), this might also allow for individual claims to be made against the managers of the LLC as well. Brief Background The factual background of this case involves members of an LLC whose equity was subject to a call, which the company made. Shortly after the valuation of that equity was made, a portion of the parent entity was…
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