Question

Exercise 31-6
National Security Exercise

MEMORANDUM
To: Barbara Chin
From: Daniel Petrowski
Date: July 15, 20X7
Re: Dissolution of National Security Inc.

Attached is a draft notice from National Security Inc. to all of its creditors.
Please review it to make sure that it is properly drafted. If you find any
problems, please redraft the notice and write me a memo about any drafting or
substantive issues that you think I should know about. We’re going to have to
give an opinion that this notice complies with the statute, so the notice has to be
right. I’ve attached the pertinent provisions of the Delaware statute.

NATIONAL SECURITY INC.
236 Road to Ignominy
Los Angeles, CA 00000
July 15, 20X7

To Whom It May Concern:
National Security Inc., a Delaware corporation (NSI), hereby advises you that it
has been dissolved in accordance with the procedures set forth in the General
Corporation Law of the State of Delaware (GCL). You are further advised that
all individuals having a claim against NSI must present their claims against NSI

in accordance with this letter, as follows:

1. All claims must be in writing and must contain all the information
necessary to inform NSI of the identity of the claimant and the substance of the
claim.
2. The mailing address to which a claim must be sent is:
National Security Inc.
236 Road to Ignominy
Washington, D.C. 00000
Attention: Benedict Arnold, Vice President
3. The date by which a claim must be received is August 31, 20X7.
4. A claim will be barred if not received by August 31, 20X7.
5. NSI or a successor entity may make distributions to other claimants and
NSI’s stockholders or persons interested as having been such without further
notice to you, as claimant.
6. The aggregate amount of all cash dividends made by NSI to its
stockholders for the three years prior to the date NSI dissolved is $3,650,000.

Please address any questions that you have concerning making a claim to
Benedict Arnold, Vice President. Mr. Arnold’s telephone number is (202) 555-
5555.

Sincerely yours,
National Security Inc.
By: ____________________

Marcus Junius Brutus
Title: President

Delaware General Corporation Law § 280—Notice to claimants; filing of
claims.
(a)(1) After a corporation has been dissolved in accordance with the procedures
set forth in this chapter, the corporation or any successor entity may give notice
of the dissolution, requiring all persons having a claim against the corporation
other than a claim against the corporation in a pending action, suit or proceeding
to which the corporation is a party to present their claims against the corporation
in accordance with such notice. Such notice shall state:

a. That all such claims must be presented in writing and must contain
sufficient information reasonably to inform the corporation or successor entity of
the identity of the claimant and the substance of the claim;

b. The mailing address to which such a claim must be sent;
c. The date by which such a claim must be received by the corporation
or successor entity, which date shall be no earlier than 60 days from the date
thereof; and

d. That such claim will be barred if not received by the date referred to

in subparagraph c. of this subsection; and

e. That the corporation or a successor entity may make distributions to
other claimants and the corporation’s stockholders or persons interested as
having been such without further notice to the claimant; and

f. The aggregate amount, on an annual basis, of all distributions made
by the corporation to its stockholders for each of the 3 years prior to the date the
corporation dissolved.

Answer 1

To:     Daniel Petrowski

From: Barbara Chin

Date: July 15, 20X7

Subject: Dissolution of National Security Inc.

The draft notice prepared by you on behalf of National Security Inc. to its creditors has been reviewed by me.
Point 1,2,5 and 6 are perfectly fine and needs no rectification.

However, point 3 mentions the date by which a claim must be received is August 31, 20X7. This is written on July 15, 20X7. This is in contradiction to point c of the Delaware General Corporation Law which states - The date by which such a claim must be received by the corporation or successor entity, which date shall be no earlier than 60 days from the date
thereof. Hence the earliest date that can be used to receive the claim is September 15, 20X7

Point 4: The same rectified date mentioned in point 3 needs to come here and won't be August 31, 20X7 as it is in direct violation of the Law.

Thank you


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