On July 12, 2023, Justice Masley of the New York County Commercial Division issued a decision in Nusimow v. Pinchevsky, 2023 NY Slip Op. 32345(U), holding that when an entity has no board, pre-suit demand before bringing a derivative action is futile . . . Continue reading When Entity Has No Board, Pre-Suit Demand Before Bringing a Derivative Action is Futile
On June 22, 2023, the First Department issued a decision in Haussmann v. Baumann, 2023 NY Slip Op. 03407, holding that the internal affairs doctrine barred a derivative action . . . Continue reading Derivative Action Barred by Internal Affairs Doctrine
On June 1, 2023, the First Department issued a decision in Ezrasons, Inc. v. Rudd, 2023 NY Slip Op. 02938, holding that the internal affairs doctrine applies to the choice of law governing standing in derivative actions . . . Continue reading Internal Affairs Doctrine Applies to Choice of Law Governing Standing in Derivative Actions
On August 2, 2022, the First Department issued a decision in Mohinani v. Charney, 2022 NY Slip Op. 04782, holding that LLC members could not prevail on direct claims for breach of fiduciary duty against the LLC’s manager because the injury they alleged was to the LLC, and thus their claims were derivative . . . Continue reading LLC Members Could Not Prevail on Direct Claims Because the Damages the Defendant Allegedly Caused Were to the LLC
On July 18, 2022, Justice Ruchelsman of the Kings County Commercial Division issued a decision in Larsen v. Larsen, 2022 NY Slip Op. 32415(U), holding that a derivative plaintiff’s motives are irrelevant to its standing to bring a derivative claim . . . Continue reading Derivative Plaintiff’s Motives are Irrelevant to its Standing to Bring a Derivative Claim
On April 11, 2022, Justice Borrok of the New York County Commercial Division issued a decision in Alesco Preferred Funding VIII, Ltd. v. ACP RE, Ltd., 2022 NY Slip Op. 50258(U), holding that creditor could not assert a breach of fiduciary duty claim under Delaware law . . . Continue reading Creditors Do Not Have Standing to Bring a Breach of Fiduciary Claim Under Delaware Law
On March 9, 2022, Justice Borrok of the New York County Commercial Division issued a decision in Matter of Renren, Inc. Derivative Litig. v. XXX, 2022 NY Slip Op. 22069, holding that to have standing to bring a derivative action, plaintiff must be a shareholder when the company was injured . . . Continue reading To Have Standing to Bring Derivative Action, Plaintiff Must be Shareholder When Company was Injured
On February 3, 2022, the First Department issued a decision in Newman v. Newman, 2022 NY Slip Op. 00731, upholding both direct and derivative claims by a plaintiff where the claims sought relief for different injuries . . . Continue reading Court Upholds Both and Direct and Derivative Claims by a Plaintiff Because Claims Sought Relief for Different Injuries
On December 10, 2021, Justice Borrok of the New York County Commercial Division issued a decision in Matter of Renren Inc. Derivative Litig. v. XXX, 2021 NY Slip Op. 51176(U), rejecting a derivative action settlement that treated similarly-situated shareholders differently . . . Continue reading Court Rejects Derivative Action Settlement That Treats Similarly-Situated Shareholders Differently
On December 2, 2021, the First Department issued a decision in Glaubach v. Miller, 2021 NY Slip Op. 06758, holding that a board member lacked standing to assert a malpractice claim on behalf of the corporation even though he paid the corporation’s legal fees . . . Continue reading Director Lacks Standing to Assert Malpractice Claim on Behalf of Corporation
