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Shareholders Commercial Court

Conyers

Getting Ready for the Big Day – Keys for Planning a Successful Virtual Trial

Conyers on

British Virgin Islands (“BVI”) companies are widely used as corporate vehicles for joint ventures in Asia, especially at their pre-listing stage. There are over 450,000 active BVI companies set-up by users around the world....more

Patterson Belknap Webb & Tyler LLP

Commercial Division Declines to Dismiss Breach of Contract Action Involving Conditions Precedent  

In a recent decision in SL Globetrotter L.P., Global Blue Group Holding AG v. Suvretta Capital Management, LLC, Toms Capital Investment Management LP, Justice Peter Sherwood declined to dismiss plaintiffs’ breach of contract...more

Barnea Jaffa Lande & Co.

Economic Court Restores Certainty to Profit Test for Dividend Distributions

Pursuant to the Companies Law, in order for a company to be able to distribute a dividend, it must pass two “distribution tests”: the profit test and the solvency test.   The profit test is a retroactive technical test that...more

A&O Shearman

Contracting with Disclosed Principals: Who is Your Counterparty?

A&O Shearman on

It is often taken for granted that only the named parties to a contract can enforce it. The English Court of Appeal has recently considered an important derogation from that assumption in the context of an arbitration claim....more

Farrell Fritz, P.C.

Another Door Closes to Federal Court in Judicial Dissolution Cases

Farrell Fritz, P.C. on

Not for the first time, I find myself intrigued by the federal courts’ resistance to hearing state law claims for judicial dissolution of business entities where subject matter jurisdiction otherwise exists based on diversity...more

Farrell Fritz, P.C.

A Film-Worthy Lesson on Class Certification

Farrell Fritz, P.C. on

A class must satisfy the following prerequisites in order to be certified to proceed in the form of a class action: numerosity, commonality, typicality, adequacy and it must be demonstrated that a class action is superior to...more

Farrell Fritz, P.C.

Economic Justification for the Win – Defeating a Tortious Interference Claim

Farrell Fritz, P.C. on

Consider this situation: You are a shareholder of a company who is about to enter into a contract with a third party. But you know that this is a bad deal that will negatively impact the company....more

Farrell Fritz, P.C.

Shareholders Beware: Serve Pre-Litigation Demands or Be Prepared to Plead Demand Futility with Particularity

Farrell Fritz, P.C. on

In a recent case, Gammel v Immelt (2019 NY Slip Op 32005[U]), shareholders of General Electric Company (GE), brought a derivative shareholder action against the members of GE’s board of directors and various committees...more

Farrell Fritz, P.C.

Dismissed: The Tragic, True Story of Direct and Derivative Claims Jumbled Together Beyond Recognition

Farrell Fritz, P.C. on

Much has been written about the pleading requirements unique to shareholder derivative lawsuits. For example, a derivative complaint must allege the plaintiff’s standing as a shareholder at all relevant times. Demand upon the...more

Kramer Levin Naftalis & Frankel LLP

Court of Appeals Ruling Eases the Way for Shareholders to Bring Derivative Suits Against Cayman Islands Companies in the New York...

On Nov. 20, 2017, the New York Court of Appeals held that in a derivative action brought in a New York court against a company incorporated in the Cayman Islands, the plaintiff need not comply with Rule 12A of the Cayman...more

Patterson Belknap Webb & Tyler LLP

Commercial Division Dismisses Derivative Lawsuit After Board Rejects Shareholder Demand

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

Farrell Fritz, P.C.

Surrogate’s Court Declines to Order Demise of Fashion Business

Farrell Fritz, P.C. on

When you want to sue to dissolve a business in New York on behalf of the estate of a deceased shareholder, to which court should you go: Supreme or Surrogate’s Court? ...more

Farrell Fritz, P.C.

To Demand or Not Demand, “Futility” is the Question

Farrell Fritz, P.C. on

Under Delaware law, the decision to commence litigation on behalf of a corporation is, of course, a fundamental exercise of business judgment, which decision rests with the Board of Directors. A shareholder, therefore,...more

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