Document: Weir v. JMACK, Inc., et al., C.A. No. 3263-CC, Chandler, C. (Del. Ch. Sept. 23, 2008)
Plaintiff, one of three shareholders in the corporation JMACK (“JMACK”), petitioned the Court to appoint a receiver and dissolve the solvent corporation under allegations of mismanagement and inadequate tax and regulatory compliance. The Court dismissed Plaintiff’s claim for dissolution because (a) JMACK was a solvent corporation in the midst of its most successful year, (b) Plaintiff’s claims of misconduct were not sufficiently extreme to warrant dissolution, and (c) Plaintiff failed to show that the restaurants operating under JMACK would ultimately suffer extreme and irreparable penalties due to its inability to defend itself against regulatory and tax charges.