In Re Reinz Wisonsin Gasket, LLC ( 2023 )

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
MORGAN T. ZURN LEONARD L. WILLIAMS JUSTICE CENTER
VICE CHANCELLOR 500 N. KING STREET, SUITE 11400
WILMINGTON, DELAWARE 19801-3734
May 8, 2023
K. Tyler O’Connell, Esquire Kelly E. Farnan, Esquire
Morris James LLP Richards, Layton & Finger, P.A.
500 Delaware Avenue, Suite 1500 920 North King Street
Wilmington, DE 19801 Wilmington, DE 19801
RE: In re Reinz Wisconsin Gasket, LLC,
Civil Action No. 2022-0859-MTZ
Dear Counsel:
Petitioner Linda A. Cook seeks a receiver over a dissolved and purportedly
cancelled limited liability company under 6 Del. C. § 18-805; she also seeks
nullification of Reinz Wisconsin Gasket, LLC’s (the “Company” or “RWG”)
cancellation. Her claims went to trial, with attorneys with the firm Richards,
Layton & Finger, P.A. (“Counsel”) advocating against the relief sought. Counsel
had entered their appearance on behalf of the defunct RWG. In my post-trial
opinion, which concluded a receiver should be appointed, I observed it was a
puzzling thing for counsel to represent a cancelled company in opposing the
imposition of a receiver and nullification of its cancellation.1 Petitioner followed
1
In re Reinz Wisconsin Gasket, 2023 WL 2568326, at *2 n.21 (Del. Ch. Mar. 20, 2023)
[hereinafter “Memo. Op.”]. I have reproduced the footnote from the March 20, 2023
memorandum opinion (“Memorandum Opinion”), in part, below:
How the Company can retain counsel and itself appear in this action when
it has been cancelled, and counsel insists it should remain cancelled, is a
metaphysical wonder. See [In re] VBR [Agency, LLC], 274 A.3d [1068,]
1076 [(Del. Ch. 2022)] (noting the “idiosyncrasies” of litigating against a
defunct entity, including the inability to serve through a registered agent);
In re Krafft-Murphy Co., Inc., 82 A.3d 696, 710 (Del. 2013) (explaining a
dissolved corporation “cease[s] to exist as a ‘body corporate’” and can
speak only through a receiver after 6 Del. C. § 278’s three-year winding up
period, which period is unique to the corporate setting); Tratado de Libre
Commercio, LLC v. Splitcast Tech., LLC, 2019 WL 1057976, at *2 (Del.
Ch. Mar. 6, 2019) (‘not[ing] that the Delaware Limited Liability Company
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Page 2 of 12
with her Motion to Determine Proper Respondent and Counsel (the “Motion”),
which was briefed and taken under advisement on April 26, 2023.2 The Motion is
granted in part: Counsel’s purported representation of a defunct limited liability
company is not only puzzling, but impossible.
I. BACKGROUND
The Company is a defendant in a pending tort action before the United
States District Court for the District of Massachusetts. On July 27, 2022,
Petitioner served RWG in that action with a notice of deposition to cover topics
including the assets and insurance available to satisfy any judgment in that action.
On August 30, the Company’s federal counsel indicated the Company would
produce a witness; but that same day, the Company filed its notice of dissolution
and cancellation.3 On November 23, 2022, the District Court concluded the
Company no longer existed and so granted its federal counsel’s motion to
withdraw.4 The Company’s federal counsel filed notices of withdrawal on
December 14.5 On March 1, 2023, Petitioner filed a motion for default judgment
Act does not contain a three-year wind up provision comparable to 8 Del.
C. § 278’). [Petitioner] has not raised this issue, and has accepted counsel’s
work as being on behalf of RWG, as opposed to its former member or other
live entity. See, e.g., Schwaber v. Margalit, 2022 WL 2719952 (Del. Ch.
July 13, 2022); Schwaber v. Margalit, C.A. No. 2021-1038-LWW, D.I. 17
(Del. Ch. Dec. 15, 2021) (entry of appearance for the defendant entity that
was the general partner of one cancelled defendant entity and the managing
member of another, and the president of the live defendant entity); In re
Tex. E. Overseas, Inc. (“TEO”), 2009 WL 4270799, at *1 (Del. Ch.
Nov. 30, 2009) (noting the dissolved corporation was “represented . . .
through insurers who may have insured” the subject corporation’s
predecessor-in-interest), aff’d, 998 A.2d 852 (Del. 2010) (TABLE).
2
Docket Item (“D.I.”) 74 [hereinafter “Mot.”]; D.I. 79 [hereinafter “Opp.”]; D.I. 81; D.I.
82.
3
Memo. Op., at *1–2.
4
Cook v. Foster Wheeler Energy Corp., 2022 WL 17177715 (D. Mass. Nov. 23, 2022)
[hereinafter “Mass. Op.”].
5
Cook v. Foster Wheeler Energy Corp., C.A. No. 1:21-cv-11362-RWZ, D.I. 426, D.I.
427, D.I. 428 (D. Mass. Dec. 14, 2022).
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against RWG in the federal action because it was unrepresented by counsel and
could not represent itself, and requested the court schedule a damages hearing at
the same time as trial.6 The District Court granted Petitioner’s motion and entered
an order to that effect on April 14.7 The federal jury trial is scheduled for
September 11, 2023.8
In September 2022, Petitioner came to Delaware and filed this action
seeking a receiver and nullification of RWG’s certificate of cancellation. On
October 19, 2022, Counsel entered their appearance purportedly on behalf of
RWG.9 The record would show that RWG’s sole member, DCo LLC, paid for
Counsel’s time in this litigation.10 For purposes of my post-trial opinion dated
March 20, 2023, I accepted Counsel’s litigation positions, referring to their client
merely as “Respondent.” I asked the parties to address the puzzle of a dissolved
and cancelled entity appearing to litigate the propriety of its cancellation before
they submitted proposed receivers.11
6
Cook v. Foster Wheeler Energy Corp., C.A. No. 1:21-cv-11362-RWZ, D.I. 461 (D.
Mass. Mar. 1, 2023). On November 15, 2022, Petitioner filed a motion for partial
summary judgment against the Company in the federal action. Cook v. Foster Wheeler
Energy Corp., C.A. No. 1:21-cv-11362-RWZ, D.I 375, D.I. 376, D.I. 377, D.I. 451, D.I.
452, D.I. 453 (D. Mass. Nov. 15, 2022). The District Court heard that motion on April
11, 2023. Cook v. Foster Wheeler Energy Corp., C.A. No. 1:21-cv-11362-RWZ, D.I.
468 (D. Mass. Apr. 11, 2023).
7
Cook v. Foster Wheeler Energy Corp., C.A. No. 1:21-cv-11362-RWZ, D.I. 469 (D.
Mass. Apr. 14, 2023).
8
Cook v. Foster Wheeler Energy Corp., C.A. No. 1:21-cv-11362-RWZ, D.I. 464 (D.
Mass. Mar. 6, 2023).
9
D.I. 10.
10
JX 178 at 20:15–22; id. at 20:17–19 (“DCo chose to employ attorneys to defend Reinz
in this Chancery case.”); JX 182 at 22:3–16 (testifying DCo paid for the time of Reinz’s
corporate representative to be deposed).
11
Memo. Op., at *2 n.21; id. at *15. Counsel contend that by asking the “parties” to
work towards submitting proposed receivers, I committed to permitting RWG to
participate in that process. Opp. ¶ 22. Not so: I instructed counsel to address the
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The Motion asks the Court to strike Counsel’s entry of appearance; to
preclude Counsel’s representation of DCo, its parent company Enstar,12 or any
former RWG manager; and to leave the identification of three possible receivers to
Petitioner alone, to the exclusion of Counsel. Counsel oppose all three forms of
relief. The parties spar over a handful of authorities. I read them to preclude
Counsel’s representation of RWG, at least unless and until a receiver is appointed
or its cancellation is nullified.
II. ANALYSIS
Petitioner and Counsel agree on one principle of Delaware law: in an action
to nullify a certificate of cancellation and to appoint a receiver over a dissolved and
cancelled Delaware entity, that entity must be named as a respondent.13 They also
agree that entity must be served by publication or other means, not by serving its
former registered agent.14 They diverge on whether the entity can retain counsel
and speak on its own behalf in that action.
Cancellation precludes a defunct entity from retaining counsel and litigating
before a receiver is appointed, even in a proceeding in which it must be named as a
representation issue before submitting proposed receivers. Memo. Op., at *2 n.21; id. at
*15.
12
The Memorandum Opinion explains: “In 2016, an Enstar Group Limited subsidiary,
Enstar Holdings (US) Inc. acquired Dana Corp.’s interest as the sole member of Dana
Companies, LLC, and RWG; Dana Companies, LLC remained as RWG’s sole member.
Following the acquisition, Dana Companies, LLC and Enstar (US) Inc. (‘Enstar’), a
wholly-owned subsidiary of Enstar Holdings (US) Inc., became parties to an
administrative services agreement whereby Enstar employees render certain services to
Dana Companies, LLC. Dana Companies, LLC would change its name to DCo LLC.”
Memo. Op., at *9 (footnotes omitted). The Motion does not specifically identify an
Enstar entity.
13
Harned v. Beacon Hill Real Estate Co., 84 A. 229, 234–35 (Del. 1912); In re
Krafft-Murphy Co., Inc., 2011 WL 5420808, at *3 (Del. Ch. Nov. 9, 2011); Tratado de
Libre Commercio, 2019 WL 1057976, at *2.
14
VBR, 274 A.3d at 1076; Tratado de Libre Commercio, 2019 WL 1057976, at *1–2.
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respondent.15 By statute, a limited liability company’s existence “as a separate
legal entity shall continue until cancellation of the limited liability company’s
certificate of formation.”16 When a certificate of cancellation is filed for an entity,
its “existence as [a] jural entit[y] cease[s].”17 Its “legal existence ends.”18 A
defunct entity ceases to be a “body corporate.”19 Because the entity is no longer
viable, it “no longer has a registered agent or active senior officers.”20 The entity
only exists insofar as it can hold assets and be guided by an appointed receiver, and
the officers serving at the time of cancellation only “retain their positions to the
extent that they may be called upon to answer for the [entity] after it has been
dissolved and they have been discharged from their positions.”21 After a certificate
of cancellation has been filed, a defunct entity may speak only through a receiver
to manage litigation or any other outstanding business: the receiver is appointed
because there are no other fiduciaries to make decisions for the entity.22 A defunct
15
I use the phrase “defunct entity” to refer to a cancelled alternative entity or a cancelled
corporation after its three-year winding-up period in 8 Del. C. § 278, which alternative
entities do not enjoy. Other than that difference, authorities interpreting 8 Del. C. § 279
are persuasive when interpreting 6 Del. C. § 18-805. Matthew v. Laudamiel, 2012 WL
605589, at *21 (Del. Ch. Feb. 21, 2012) (citing Travelcenters of Am., LLC v. Brog, 2008
WL 868107, at *2 n. 2 (Del. Ch. Mar. 26, 2008)).
16
6 Del. C. § 18-201(b).
17
VBR, 274 A.3d at 1071; accord Techmer Accel Hldgs., LLC v. Amer, 2010 WL
5564043, at *10 (Del. Ch. Dec. 29, 2010) (explaining a certificate of cancellation
“cancelled Crescent Gate’s certificate of formation, and caused Crescent Gate no longer
to exist as a separate legal entity”).
18
Krafft-Murphy, 2011 WL 5420808, at *6.
19
Id. at *9.
20
Tratado de Libre Commercio, 2019 WL 1057976, at *1.
21
Krafft-Murphy, 2011 WL 5420808, at *4; see Harned, 84 A. at 234–35.
22
6 Del. C. § 18-803(b); 6 Del. C. § 18-805; Laudamiel, 2012 WL 605589, at *21 (noting
derivative claims belonging to a defunct LLC must be brought in the LLC’s name by a
trustee or receiver appointed under Section 18-805, or by the LLC if its cancellation is
nullified); see Ross Hldg. & Mgmt Co. v. Advance Realty Gp., LLC, 2010 WL 3448227,
at *5 (Del. Ch. Sept. 2, 2010) (noting Section 18-805 is the only provision in the LLC
Act addressing appointment of a receiver, which allows for such appointment only when
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entity cannot otherwise make any decisions or take any action. It follows that a
defunct entity cannot retain counsel or speak through counsel unless and until a
receiver or other fiduciary is appointed.23
To argue to the contrary, Counsel rely on Harned v. Beacon Hill Real Estate
from the 1912 Delaware Supreme Court, contending it supports not only the
proposition that a defunct entity can and should be named as a defendant when a
receiver is sought, but also that it can retain its own counsel.24 I read Harned to
a limited liability company’s certificate of formation has been cancelled); e.g., Techmer,
2010 WL 5564043, at *11–12 (noting a receiver must be appointed for a cancelled
partnership to conduct its business); TEO, 2009 WL 4270799, at *3 (“‘[T]he statutory
scheme [established by 8 Del. C. §§ 278, 279] seems to contemplate two situations,’ one
in which the corporation maintains its status as a legal entity ‘and is capable of winding
up its affairs through its own officers and directors,’ and the other in which the
corporation no longer has legal existence, and therefore requires a receiver or trustee to
oversee its ‘unfinished business.’” (citations omitted) (quoting In re Citadel Indus., Inc.,
423 A.2d 500, 504 (Del. Ch. 1980))), aff’d, 998 A.2d 852 (Del. 2010).
23
See Motors Liquid. Co. Avoidance Action Tr. v. Oaktree Loan Fund, L.P., 2018 WL
2338574, at *1 (Del. Ch. May 23, 2018) (noting that in actions to nullify certificates of
cancellation and to appoint an independent receiver, the defunct entities were steered and
represented by a trustee or receiver in those actions); cf. Phoenix Process Equip. Co. v.
Cap. Equip. & Trading Corp., 2022 WL 4687025, at *7–8 (W.D. Ky. Sept. 30, 2022)
(“Delaware law is clear, and the Court cannot find that any equitable considerations
should apply here to supersede the dissolution statutes’ requirement that a receiver or
body corporate be appointed to act on Technology Corp.’s behalf. In sum, under
Delaware law, without appointment of a receiver or body corporate, Technology Corp.
lacks capacity to sue or be sued [after its three-year wind-up period].”); Select Brokerage
Servs., Inc. v. Asset Bldg. Consultants, Ltd., 2011 WL 283186, at *2 (W.D. Pa.
Jan. 26, 2011) (“Accordingly, Petitioners are not restricted by the general rule that a law
firm may not withdraw from representing a corporation before the corporation retains
new counsel because ABC is no longer a legal corporation.”); S.E.C. v. Diversified Corp.
Consulting Gp., 378 F.3d 1219, 1228 (11th Cir. 2004) (“One wonders how [a dissolved]
entity hires a lawyer, defends itself at trial, and takes an appeal, and why it would even
bother to do so.”); Kahn v. Lesser, 18 N.Y.S. 98, 98 (N.Y. Com. Pl. 1892) (“[F]or, the
partnership being dissolved, they had no power to retain an attorney for him.”).
24
84 A. 229.
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support the first statement, but not the second. To be sure, in Harned, the defunct
entity subject to an action to appoint a receiver purportedly “authorized an
appearance to the action, and under its corporate seal filed an answer to the bill of
complaint signed b[y] persons who were its president and directors at the time of
dissolution”—“so[] far as it was able to do so.”25 But the Delaware Supreme Court
was clear that it was not commenting on this purported retention of counsel and
actions by former company agents: it emphasized that “the only question for this
court to determine is whether it was competent, legal and proper to make the
corporation defendant in the proceeding below.”26 Harned answered that question
in the affirmative.27 It studiously did not rule on whether the defunct entity could
retain counsel and take action in litigation through its former officers. Instead, the
Harned Court qualified its description of the defunct entity’s purported actions
(“so[] far as it was able to do so”)28 and pointed out that it had admitted all of the
allegations in the petition.29
In addition to Harned, Counsel point to two other cases in which counsel
entered their appearance purportedly on behalf of the defunct entity, as well as
other related entities and individuals.30 That something has happened before
25
Id. at 234.
26
Id.; see id. at 233 (noting that in the trial court proceeding, “the company was made
party defendant, appearance was entered for the company by its solicitor, and an answer
was filed, under its corporate seal, signed by the president and two directors, and attested
by the secretary of the company,” and that on appeal, “while there were several errors
assigned, there is practically but one question raised and to be determined, viz.: Whether
the company could be made party defendant in the proceeding instituted below for the
appointment of a receiver”).
27
Id. at 234.
28
Id.
29
Id. (“By its answer the company admitted the truth of the allegations set forth in the
bill, and submitted to such order, as the court might make in the premises.”).
30
Thor Merritt Square, LLC v. Bayview Malls LLC, 2010 WL 972776, at *1 (Del. Ch.
Mar. 5, 2010); see id. at *5 n.18 (noting that the dissolved entity certainly had the
“capacity to be sued” but making no comment on its representation); Coyne v. Fusion
Healthworks, LLC, 2019 WL 1952990, at *10 (Del. Ch. Apr. 30, 2019).
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without being identified as a problem does not make it legally correct, particularly
where neither case specifically discussed the entry of appearance and where
counsel spoke on behalf of viable litigants as well as the defunct entity. Petitioner
and the Court have identified other cases in which represented opposition came not
from the defunct entity itself, but from trustees or receivers for the defunct entity,31
or from other interested parties like insurers and former members.32
Finally, Counsel essentially argue that because DCo funded Counsel’s work,
that arrangement is tantamount to Counsel properly representing DCo in this
matter, rather than RWG.33 This argument underestimates the significance of the
client in an attorney-client relationship. RWG was not a jural entity, and so its
member cannot have bound it to an agreement for legal services.34 Nor can there
be an implied attorney-client relationship between RWG and Counsel because
RWG cannot have “believe[d] that the attorney was acting on its behalf as its
31
Motors Liquid., 2018 WL 2338574, at *1.
32
See, e.g., Schwaber, 2022 WL 2719952; Schwaber v. Margalit, C.A. No. 2021-1038-
LWW, D.I. 17 (Del. Ch. Dec. 15, 2021) (entry of appearance for the defendant entity that
was the general partner of one cancelled defendant entity and the managing member of
another, and the president of the live defendant entity); TEO, 2009 WL 4270799, at *1
(noting the dissolved corporation was “represented . . . through insurers who may have
insured” the subject corporation’s predecessor-in-interest); see also Techmer, 2010 WL
5564043 (engaging with positions taken by the defunct entity’s managing member, who
was named as a defendant).
33
Opp. ¶¶ 13, 17.
34
See Farmers Bank of Willards v. Becker, 2011 WL 3925428, at *3 (Del. Super.
Aug. 19, 2011) (“Whether an attorney-client relationship exists depends on the facts and
circumstances of a particular case. The most significant fact or circumstance is whether
the attorney and client entered into an express agreement for legal services.” (footnotes
and citations omitted)); see also SBC Interactive, Inc. v. Corp. Media P’rs, 1997 WL
770715, at *4 (Del. Ch. Dec. 9, 1997) (“[W]hether an attorney-client relationship arises
depends upon the facts and circumstances of the case. Normally the most critical fact or
circumstance is a formal agreement that the attorney giving the advice is or will be the
lawyer for the party involved.” (footnote omitted)).
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counsel.”35 The fact that DCo has paid Counsel’s bills does not fix the fact that
RWG never retained Counsel.
RWG has been cancelled and without a decisionmaker throughout Counsel’s
purported representation in this action. I must conclude that Counsel have never
actually represented RWG before this Court. Having shared my view on the law, I
leave it to Counsel to withdraw their purported appearances.
Just as RWG’s cancellation precluded it from entering into an attorney-client
relationship, RWG as a defunct entity cannot hold an attorney-client privilege.36
The District Court observed the same in granting federal counsel’s motion to
withdraw upon RWG’s cancellation.37
35
See Dollar Tree, Inc. v. Dollar Express LLC, 2017 WL 5624298, at *4 (Del. Ch.
Nov. 21, 2017) (“In the absence of an express contract or formal retainer agreement,
determining the existence of an attorney-client relationship is a fact-intensive inquiry that
depends on the circumstances of each case. In determining the existence of an attorney-
client relationship, courts look at the contacts between the potential client and its
potential lawyers to determine whether it would have been reasonable for the ‘client’ to
believe that the attorney was acting on its behalf as its counsel.” (quoting Benchmark
Cap. P’rs IV, L.P. v. Vague, 2002 WL 31057462, at *3 (Del. Ch. Sept. 3, 2002)); SBC
Interactive, 1997 WL 770715, at *4 (“[T]here would have to be, at the very least, a
preexisting relationship that would create a reasonable expectation on the ‘client’s’ part
that the attorney was representing [its] interests, and reliance by the client upon that
expectation.”).
36
E.g., In re KiOR, Inc., 621 B.R. 313, 325 (Bankr. D. Del. 2020) (“Absent some
compelling reason to the contrary, the attorney client privilege does not survive the death
of the corporation. . . . A completely defunct company should not be allowed to assert
privilege, regardless of whether it has technically maintained its legal status.” (quoting
Off. Comm. of Admin. Claimants ex rel. LTV Steel Co. v. Moran, 802 F. Supp. 2d 947,
949 (N.D. Ill. 2011)) (collecting cases)).
37
Mass. Op., at *1 (“Notably, ‘[t]he attorney client privilege does not survive the death
of the corporation.’” (quoting LTV Steel Co., 802 F. Supp. 2d at 949)); id. at *1 (noting
“fully dissolved corporations may not assert the attorney-client privilege” (internal
quotation marks omitted) (quoting LTV Steel Co., 802 F. Supp. 2d at 949, and then
quoting City of Rialto v. U.S. Dep’t of Def., 492 F. Supp. 2d 1193, 1200–01 (C.D. Cal.
2007))); United States v. Cole, 569 F. Supp. 3d 696, 700–01 (N.D. Ohio 2021) (“In
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***
Having concluded RWG’s cancellation precluded its representation, I pause
to note I am not the first to come to this conclusion. After RWG was cancelled,
RWG’s counsel in the federal tort action moved for leave to withdraw, and
expounded at length that they could not represent RWG because RWG did not
exist. An excerpt from the reply in support of the motion to withdraw follows:
Since Reinz Wisconsin ceased to exist on August 30, 2022,
undersigned counsel is appearing on their own behalf, not on behalf of
Reinz Wisconsin, for the limited purpose of responding to Plaintiff’s
opposition to their motion to withdraw as counsel for Reinz
Wisconsin.
Plaintiff’s arguments ignore a fundamental issue – Reinz Wisconsin
no longer exists under Delaware law, and undersigned counsel cannot
represent an entity that does not exist.
...
[A]s of the filing of its certificate of cancellation on August 30, 2022,
Reinz Wisconsin ceased to have any legal existence, and thus there is
no longer any client for undersigned counsel to represent in this
matter. . . . Delaware law makes clear that once an LLC has filed its
certificate of cancellation, the LLC no longer exists and has no legal
capacity to participate in litigation. . . . In other words, following
dissolution, an LLC can continue to ‘prosecute and defend suits,’ but
that authority ends once the LLC files a certificate of cancellation.
...
federal courts, the ‘weight of authority . . . holds that a dissolved or defunct corporation
retains no privilege.’” (quoting S.E.C. v. Carrillo Huettel LLP, 2015 WL 1610282, at *2
(S.D.N.Y. Apr. 8, 2015)) (collecting cases)), appeal dismissed, 2022 WL 1462465 (6th
Cir. Feb. 17, 2022).
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In short, whether or not Reinz Wisconsin’s cancellation was a ‘sham’
. . . unless and until a nullification of the certificate of cancellation
occurs in Delaware or a receiver is appointed in Delaware, Reinz
Wisconsin cannot continue to participate in this action since it no
longer exists as an entity. Reinz Wisconsin’s lack of legal capacity, in
turn, means no individual or entity exists with the authority to make
decisions concerning Reinz Wisconsin’s potential liabilities or
otherwise direct counsel in this litigation. It follows that undersigned
counsel has no role to play in this lawsuit . . . .
...
Absent a decision by the Delaware Chancery Court granting the relief
sought in th[e] petition [attacking Reinz Wisconsin’s cancellation],
Reinz Wisconsin lacks the capacity to participate in ongoing litigation
and so there simply is no client for undersigned counsel to represent.38
The District Court granted the motion to withdraw, finding that “a dissolved
corporation does not have the protection of attorney-client relationships because,
fundamentally, there is no longer a client.”39
III. CONCLUSION
Because RWG is cancelled and lacks a decisionmaker, RWG cannot
participate in the process of appointing its own receiver or retain counsel to do so.
I am unwilling to delay the warranted appointment of a receiver, while the federal
tort action proceeds in order to indulge DCo or any other interested party in
entering their appearance and participating in identifying a suitable receiver. I ask
Petitioner to submit three names to the Court and a proposed order of appointment.
38
Mot. Ex. 2, at 1–6 (quoting 6 Del. C. § 18-803 and citing cases); see also Mot. Ex. 3,
at 5 (“[B]ecause [RWG] dissolved and filed their certificate of cancellation in Delaware,
so we have a situation where we’re counsel of record without a client to represent.”).
39
Mass. Op., 2022 WL 17177715, at *1.
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In the interest of prompt appointment of a receiver, and because I cannot
predict how third parties will react to this decision, I will not opine on Petitioner’s
request to disqualify Counsel from representing any other interested party unless
and until Counsel enters their appearance.
Sincerely,
/s/ Morgan T. Zurn
Vice Chancellor
MTZ/ms
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