If a petitioner is able to satisfy the three requirements set
forth in Section 273 of the DGCL—namely (i) two 50/50
stockholders, (ii) engaged in a joint venture, and (iii) are unable
to agree as to whether to discontinue the company—will the
Court automatically grant dissolution of the entity?
The statute provides that the Court "may" dissolve the
corporation and wind up its affairs when the requirements of the
statute are met. When a petitioner has satisfied each of
these elements, the Court’s discretion to deny the petition
is "sparingly exercised." In re
McKinney-Ringham Corp., 1998 Del. Ch. LEXIS 34, at *16
(Del. Ch. Feb. 25, 1998).
Of note, the Court has interpreted the permissive nature of the
statute to allow it to order equitable relief under Section 273
other than dissolution. For example, in Fulk v. Washington Service Assoc., Inc.,
C.A. No. 17747-VCJ (Del. Ch. June 21, 2002), the Court approved
a custodian's plan to sell the joint venture at issue as
