
Petition for the Orderly Dissolution of Yelp Inc.
To: The Board of Directors of Yelp Inc., a Delaware corporation headquartered at 350 Mission Street, 10th Floor, San Francisco, California 94105
From: The undersigned
Re: Petition for the voluntary dissolution of Yelp Inc. pursuant to 8 Del. C. § 275
We, the undersigned, respectfully petition the Board of Directors of Yelp Inc. to adopt a plan for the complete and orderly voluntary dissolution of the corporation, in the manner provided by Delaware law.
I. Recitals
WHEREAS Yelp Inc. is a corporation duly organized under the laws of the State of Delaware; and
WHEREAS Section 275 of the Delaware General Corporation Law permits the board of directors of a corporation to adopt a resolution approving its dissolution, to submit that resolution to the stockholders, and, upon approval, to cause a certificate of dissolution to be filed with the Secretary of State of the State of Delaware; and
NOW, THEREFORE, the undersigned respectfully petition the Board of Directors of Yelp Inc. as follows:
II. Request
- That the Board adopt a resolution that the dissolution of the corporation is advisable, pursuant to 8 Del. C. § 275(a);
- That the Board submit the resolution to the stockholders for approval pursuant to § 275(b), and, upon such approval, cause a certificate of dissolution to be filed with the Secretary of State of the State of Delaware pursuant to § 275(d);
- That, in carrying out the dissolution, Yelp sell or otherwise dispose of its assets as permitted by 8 Del. C. § 271;
- That Yelp provide for the notice and payment of claims as provided by 8 Del. C. § 280, and satisfy remaining claims in the manner provided by § 281;
- That Yelp wind down its affairs and complete its dissolution within the period provided by 8 Del. C. § 278.
III. The Data Sunset
As a condition of dissolution, and prior to the withdrawal of any listing from public access, Yelp shall offer each listed business, free of charge and in a machine-readable format, a complete export of all data associated with that business's listing — including reviews, photographs, hours, and business responses — for such use as the business chooses.
Thereafter, the review corpus and business listings shall be retired from public access and preserved solely as archived records, and shall not be transferred to any successor as a living platform, whether by sale, license, or gift.
IV. Closing
The undersigned ask nothing of the Board that the law does not already permit it to do.
Respectfully submitted.
The undersigned petition the Board of Directors of Yelp Inc. for the complete and orderly voluntary dissolution of the corporation, pursuant to 8 Del. C. § 275, on the terms set forth above.
