In derivative shareholder actions, New York law requires a plaintiff-shareholder seeking to vindicate the rights of a corporation to plead, with particularity, either that before filing suit a request was made on the...more
The Commercial Division recently ruled, in a case captioned as Hopkins v. Ackerman, that derivative claims on behalf of an LLC need to be brought before the LLC ceases to exist. ...more
Before filing a shareholder derivative suit, the plaintiff must typically serve a pre-litigation demand upon the company’s Board of Directors, except in narrow circumstances where the demand may be futile. ...more
On November 13, 2018, Justice Masley issued a decision following a bench trial in Ganzi v. Ganzi, which concerns a family feud over the Palm Restaurant empire. Ganzi provides a vivid illustration of the importance of...more
What legal standard applies to assess a corporate board’s refusal to pursue litigation in response to a shareholder’s demand to take “all necessary actions” to correct alleged director misconduct?...more
The decision to bring a lawsuit on behalf of a corporation is entrusted to the corporation’s board of directors. A shareholder may not maintain a derivative lawsuit on behalf of a corporation without first making a demand on...more
11/28/2017
/ Board of Directors ,
Breach of Duty ,
Bristol-Myers Squibb ,
Commercial Court ,
Corruption ,
Derivative Suit ,
Enforcement Actions ,
Fiduciary Duty ,
Foreign Corrupt Practices Act (FCPA) ,
Regulatory Violations ,
Securities and Exchange Commission (SEC) ,
Shareholder Demands ,
Shareholder Litigation ,
Shareholders ,
White Collar Crimes
In Wantickets RDM, LLC v. Eventbrite, Inc., No. 654277/2016, 2017 BL 261099 (Sup. Ct. Jul. 21, 2017), New York Commercial Division Justice Shirley Werner Kornreich denied defendant Eventbrite’s motion to dismiss plaintiff...more
In PMC Aviation 2012-1 LLC et al. v. Jet Midwest Group, LLC et al., No. 654047/2015, BL221447 (Sup. Ct. Jun. 21, 2017), Commercial Division Justice Shirley Kornreich denied a motion to dismiss a fraudulent inducement claim by...more
In Ace Decade Holdings Ltd. v. UBS AG, No. 653316/2015, 2016 BL 413780 (N.Y. Sup. Ct. Dec. 7, 2016), Justice Eileen Bransten of the Commercial Division dismissed a $500 million fraud suit brought by an investment holding...more
1/3/2017
/ Breach of Duty ,
Commercial Court ,
Dismissals ,
Fiduciary Duty ,
Forum Non Conveniens ,
Fraud ,
Holding Companies ,
Hong Kong ,
Hong Kong Stock Exchange ,
International Litigation ,
Investment Companies ,
Investment Funds ,
Long Arm Statute ,
Misrepresentation ,
Negligent Misrepresentation ,
Personal Jurisdiction ,
Pleadings ,
Relocation ,
Substantial Nexus ,
Swiss Banks ,
Unjust Enrichment