Statutory grounds include director or shareholder deadlock, oppressive conduct toward minority owners, waste or misapplication of assets, and inability to achieve the entity's purpose. Buyout is frequently available as an alternative remedy.
Courts treat dissolution as a remedy of last resort.
Alternative Names:
Judicial Dissolution|Involuntary Dissolution
Why it Matters?
The buyout election is what resolves most of these cases, since statutes in many states permit the corporation or other shareholders to purchase the petitioner's interest at fair value and avoid dissolution entirely. Exercising that election converts the litigation into a valuation proceeding. Timing matters because the election window is frequently short and measured from the petition, and missing it leaves dissolution on the table.
Frequently Confused with
Related terms
Frequently asked questions
What resolves most dissolution petitions?
Why does election timing matter?
