Holland oil liquidating trust
• Lower burn rate versus costs of maintaining company infrastructure.• Support a longer run off period to collect milestones or royalties from out-licensed assets – up to three years under Delaware law with ability to extend for longer lived assets.The terms of the trust and governing principles are established in the trust agreement executed between the company and the trustee prior to dissolution of the company and include trustee duties, compensation and indemnification as well as beneficiary rights, governance, mechanics for notices and distributions and other administrative matters.A liquidating trust may be appropriate for a biotech or drug development company if: • Continuing research and development activities is not financeable or otherwise not in the stockholders’ best interests; • The company is solvent on both balance sheet and liquidity bases: with sufficient liquidity to settle contracts, real estate leases and severance; and • The Board and management begin the wind down process early enough to assure an orderly process and maximize the opportunity to realize value for stockholders.In the context of a managed liquidation it can be particularly effective as the final stage of a well planned wind down process.Alternatively, the liquidating trust can be a backstop for a complete and relatively quick transfer of liquidation responsibilities to a third party trustee when a management team finds itself unable or unwilling to complete the liquidation effectively.
• “Liquidation” into trust can end officers’ deferral period for severance payments under IRC 409A, depending on specific company circumstances. • As the winding up process progresses, the trust is readily administered on an as needed basis, versus retaining a corporate officer trying to move on with his/her life.
In the role of liquidating trustee, (beginning before the trust is formed) we administer and manage the liquidating trust to sell remaining assets, settle open contracts, pay creditors and distribute any available funds to the company’s former stockholders. On the contrary, we prefer to be retained early enough in the wind down process to avoid insolvency and transition smoothly from the public entity to the liquidating trust structure.
A liquidating trust is a new legal entity that becomes a successor in interest to the liquidating company at the point the company dissolves and all its assets and liabilities move to the trust.
When making the decision to proceed with a managed liquidation of your company, as with most difficult business decisions required of Board and Management teams, taking the first step can be the hardest. Simply contact our team to discuss your company’s situation.
We will develop a plan and timeline to efficiently and effectively manage, or help you manage the liquidation of your company and, when necessary, transition your current company activities into a liquidating trust.