[法律资料]THE INTEGRITY OF DELAWARES CORPORATE DISSOLUTION STATUTE AFTER TERRITORY OF THE UNITED STATES.doc

55 STLULJ 1173 Page 55 St. Louis U. L.J. 1173 ? 2012 Thomson Reuters. No Claim to Orig. US Gov. Works. 55 STLULJ 1173 Page 55 St. Louis U. L.J. 1173 ? 2012 Thomson Reuters. No Claim to Orig. US Gov. Works. Saint Louis University Law Journal Spring 2011 Comment *1173 THE INTEGRITY OF DELAWARES CORPORATE DISSOLUTION STATUTE AFTER TERRITORY OF THE UNITED STATES VIRGIN ISLANDS V. GOLDMAN, SACHS CO.: IS EXTENDED POST-DISSOLUTION SHAREHOLDER LIABILITY A NECESSARY COMPONENT OF DELAWARES CORPORATE DISSOLUTION SCHEME? Edward T. Pivin [FNa1] Copyright (c) 2011 Saint Louis University School of Law; Edward T. Pivin Introduction ??????The possibility of corporate dissolution creates both an incentive for opportunistic corporations to avoid future liability and a corresponding risk of non-compensable harm for consumers and the general public. [FN1] This is especially true in the area of products liability and environmental contamination, where a companys products or manufacturing activities may inflict harm many years after the entity has dissolved and distributed its assets. [FN2] *1174 To eliminate this “dissolution incentive,” [FN3] most states have enacted statutory schemes that regulate corporate dissolution and impose varying degrees of liability upon both directors and shareholders. [FN4] ??????In the late 1980s, the State of Delaware developed a statutory scheme, then revolutionary, that sought to balance the competing policy concerns of corporate and tort law. [FN5] While revised since its inception, Delawares dissolution scheme is still predicated upon two competing, but not irreconcilable, policy concerns: 1) the expeditious distribution of corporate assets in a manner that facilitates their subsequent beneficial utilization; and 2) the protection of corporate creditors and claimants. [FN6] Based on these policy concerns, Delawares statutory scheme provides corporate directors with a choice between either formal, judicially supervised wind-up procedures