Dissolution Statutory Dissolution Procedures: Whether The Elective Procedure Provides Stockholders With Additional Protection

As discussed in a prior post, Section 282(b) of the Delaware General Corporation Law ("DGCL") precludes liability against a stockholder of a corporation dissolved through the elective procedure for claims asserted against the dissolved corporation after the three-year period set forth in Section 278 (or longer in the Court's discretion). However, following the decision of Territory of the U.S. V.I. v. Goldman, Sachs & Co., 937 A.2d 760 (Del. Ch. 2007), aff'd 956 A.2d 32 (Del. Supr. Ct. 2008), the Court questioned whether the limitation of liability provided to stockholders of dissolved corporations utilizing the elective procedure, as set forth under Section 282(b), holds any weight. Based upon the Court's rationale in Goldman Sachs, the answer is likely that implementing the elective procedure provides no additional protection to "passive stockholders", but this issue remains unsettled as to controlling stockholders of a dissolved corporation.