Also known as: substantially-all
Written by attorneys · grounded in primary & secondary sources — see below
3 senses
A quantity or proportion that comprises nearly the whole of a limited partnership's property. Sale or other disposition of this threshold amount outside the ordinary course requires unanimous partner consent.
A quantity or proportion that comprises nearly the whole of a limited partnership's property. Sale or other disposition of this threshold amount outside the ordinary course requires unanimous partner consent.
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A quantity or proportion that comprises nearly the whole of a testator's estate. A will that leaves this threshold amount to the surviving parent of an after-born child bars the omitted child's intestate share.
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A quantity or proportion that comprises nearly the whole of one person's assets. When another person acquires this threshold amount, the acquirer becomes generally obligated for the transferor's secured debts.
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A quantity or proportion that comprises nearly the whole of a testator's estate. A will that leaves this threshold amount to the surviving parent of an after-born child bars the omitted child's intestate share.
A quantity or proportion that comprises nearly the whole of one person's assets. When another person acquires this threshold amount, the acquirer becomes generally obligated for the transferor's secured debts.
Each sense below has its own examples, sources, and questions.
Summit Bank LP owns a portfolio of commercial loans and a small branch building. Two general partners vote to sell the loan portfolio to an outside buyer while retaining the building for continued operations. The buyer insists on unanimous partner consent before closing because the loans represent the overwhelming majority of partnership property outside ordinary course activities.
The partners of a consulting firm vote to sell client files and office equipment representing substantially all partnership property to a competitor. The transaction requires unanimous consent because it falls outside ordinary course activities.
Shareholder approval is required when the disposition leaves the corporation without a significant continuing business activity. A safe harbor exists if the retained activity accounts for at least 25 percent of total assets and 25 percent of revenues or income. Selling a division generating 80 percent of revenue and assets falls outside the safe harbor and triggers the vote requirement.
Supporting sources
No. Majority vote of the general partners governs ordinary management matters. Unanimous consent is reserved for extraordinary actions such as amending the partnership agreement or disposing of substantially all partnership property outside the usual course of business.
Supporting sources
Samuel Soto executes a will leaving his entire estate to his spouse before any children are born. After his death his later-born child seeks an intestate share. The spouse argues the will devised substantially all assets to the surviving parent, eliminating the omitted-child claim under the probate statute.
A testator with no living children at will execution later has a child. The will leaves substantially all the estate to the child's other parent. After death the surviving parent takes under the will, barring the omitted child's intestate share claim.
An omitted child receives an intestate share unless the will devised substantially all of the estate to the surviving parent of the child. When that condition is met and the parent survives and takes under the will, the omitted-child claim is barred.
Supporting sources
Acme Manufacturing transfers its production equipment, inventory, and customer contracts to Beta Industries. Beta assumes Acme's bank loan because the transferred assets constitute substantially all of Acme's property under the security agreement.
…actions include elections of directors, amendments to the certificate of incorporation, mergers, consolidations, sales of all or substantially all of the assets of the corporation, and dissolution. 8 Del.C. §§ 211, 242, 251-258, 263, 271, 275. Because of the overriding importance of voting rights, this Court and the Court of…