In the Matter of Bermor, Inc. ( 2015 )

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2013. Dkt. 1 Ex. A. Claire objected to the plan. Because the parties have failed to agree
on a plan within the three months permitted by Section 273, the court will appoint a
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trustee to dissolve the General Partners.
III. CONCLUSION
The petition is granted. The court Will appoint a trustee by separate order.
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Such petition shall have attached thereto a copy of the proposed plan of
discontinuance and distribution and a certificate stating that copies of such
petition and plan have been transmitted in writing to the other stockholder
and to the directors and officers of such corporation. The petition and
certificate shall be executed and acknowledged in accordance with § 103 of
this title.
(b) Unless both stockholders file with the Court of Chancery:
(1) Within 3 months of the date of the filing of such petition, a certificate
similarly executed and acknowledged stating that they have agreed on such
plan, or a modification thereof, and
(2) Within 1 year from the date of the filing of such petition, a certificate
similarly executed and acknowledged stating that the distribution provided
by such plan had been completed,
the Court of Chancery may dissolve such corporation and may by
appointment of l or more trustees or receivers with all the powers and title
of a trustee or receiver appointed under § 279 of this title, administer and
wind up its affairs . . . .
8 Del. C. § 273. Section 273 grants the court “the power to dissolve the corporation and
appoint trustees or receivers to wind up its affairs, unless the two shareholders certify to
the court that they have agreed on a plan of discontinuance and distribution within a
statutorily—prescribed period and also certify within a statutory period that the distribution
has been completed . . . .” In re Data Processing Consultants, Ltd., 1987 WL 25360, at
*1 (Del. Ch. Nov. 25, 1987) (Allen, C.). “The purpose of the statute is to afford relief
where the corporation’s two equal shareholders are deadlocked and cannot agree upon
whether the joint venture should be continued and how the corporation’s assets should be
disposed of.” In re Cofiee Assocs., Inc., 1993 WL 512505, at *3 (Del. Ch. Dec. 3, 1993);
accord Data Processing, 1987 WL 25360, at *1. See generally Donald J. Wolfe, Jr. &
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