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WASHINGTONMETROLAW.COM
 
 
LAW OFFICES OF LEONARD P. BUSCEMI
 
 
Business Law – General Counsel

Leonard Buscemi has served a number of local companies in matters involving business litigation, business formation, contract disputes, review, interpretation and preparation, contracts, assignments, releases, collections, general liability, worker’s compensation, unemployment claims and other general business matters.

 
Corporation - Equal Shareholders - Judicial Dissolution – Liquidation

Equal owners of a business who do not plan a method of resolving deadlock that may occur between or amongst them, such as entering a buy-sell or shareholders agreement, expose their business to a suit for dissolution and complete liquidation.

Such was the case in a suit for judicial dissolution of the corporation under Virginia Code §13.1 – 747(A)(1)(a) involving two equal shareholders of medical services corporation with no buy-sell or shareholders agreement when they organized this “S” corporation. A circuit court judge (bench trial) had to declare that the shareholders were deadlocked in the management of the corporate affairs and unable to break the deadlock and the business could no longer be conducted to the advantage of the shareholders. The Court ordered the corporation to be dissolved and a delineated a plan for its liquidation.

Following the trial before the Circuit Court, two days of evidentiary hearings were held by a Commissioner in Chancery who was charged with identifying and valuing the corporation’s cash, tangible personal property, inventory, accounts receivable, to make a recommendation as to the disposition of its lease, and to determine if there existed any other assets owned by the corporation.

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