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Posts Categorized: Corporations

Posted: December 21, 2014

Plaintiff Cannot Bring Veil Piercing Claim Without Claim Against Entity Whose Veil is Being Pierced

On December 4, 2014, Justice Whelan of the Suffolk County Commercial Division issued a decision in Intelligent Product Solutions, Inc. v. Morstan General Agency, Inc., 2014 NY Slip Op. 51708(U), holding that a plaintiff could not bring a veil piercing claim without also bringing a claim against the entity whose veil was being pierced. In... Read more »

Posted: September 14, 2014

Shareholders’ Right To Inspect Corporate Books And Records Properly Invoked To Aid Investigation of Misconduct By Management And To Obtain Information In Aid of Litigation

On September 11, 2014, the First Department issued a decision in Retirement Plan for General Employees of the City of North Miami Beach v. The McGraw-Hill Companies, Inc., 2014 NY Slip Op. 06154, reversing a trial court’s denial of a shareholder’s petition to inspect corporate books and records. Under New York law, shareholders have a... Read more »

Posted: July 7, 2014

Condominium Board Lacked Capacity to Bring Lawsuit Because Suit was not Formally Approved by Board

On July 2, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Board of Managers of the Clermont Greene Condominium v. Vanderbilt Mansions, LLC, 2014 NY Slip Op. 51023(U), holding that a condominium board lacked capacity to bring the action against the condominium’s sponsor because the board failed formally to vote... Read more »

Posted: June 4, 2014

Notwithstanding Internal Affairs Doctrine, Some Claims in Derivative Action Governed by New York Law

On June 3, 2014, the First Department issued a decision in Culligan Soft Water Co. v. Clayton Dubilier & Rice LLC, 2014 NY Slip Op. 03955, holding that notwithstanding the internal affairs doctrine, New York law applied to some of the derivative plaintiff’s claims. In Culligan, the plaintiff brought a derivative action on behalf of Culligan,... Read more »

Posted: May 29, 2014

Unit Owners’ Vote Insulates Condominium Board from Derivative Action

On May 16, 2014, Justice Scarpulla of the New York County Commercial Division issued a decision in DSW Lenox, LLC v. Rosetree on Lenox Ave., LLC, 2014 NY Slip Op. 31311(U), dismissing a derivative action against a condominium’s board of directors. The court’s opinion in DSW Lenox addresses several distinct legal questions. This post focuses on... Read more »

Posted: May 27, 2014

Sale of Realty Company’s Office Building Was Not in the Due Course Because it Was Not in Business of Selling Property

On May 22, 2014, the First Department issued a decision in Theatre District Realty Corp. v. Appleby, 2014 NY Slip Op. 03749, holding that a realty company’s sale of its office building was not in the due course because the company was not in the business of selling property. In Theatre District Realty Corp., the First Department reversed a... Read more »

Posted: May 17, 2014

Prevailing Plaintiff in Derivative Action Entitled to Fees, But From Corporation, Not Defendant

On April 2, 2014, Justice Emerson of the Suffolk County Commercial Division issued a decision in Motherway v. Cartisano, 2014 NY Slip Op. 31215(U), holding that a prevailing plaintiff in a derivative action is not entitled to indemnification from the losing party under BCL § 626(e). In Motherway, the plaintiff prevailed on derivative claims against the... Read more »

Posted: May 16, 2014

Derivative Plaintiff Entitled to Advancement of Attorneys’ Fees to Defend Counterclaims Brought by Corporation

On May 14, 2014, Justice DeStefano of the Nassau County Commercial Division issued a decision in Schlossberg v. Schwartz, 2014 NY Slip Op. 50760(U), ruling that a corporation’s by-laws and New York’s Business Corporations Law (“BCL”) entitled the plaintiff in a shareholder derivative action to advancement of attorneys’ fees and costs incurred in defending counterclaims asserted... Read more »

Posted: March 31, 2014

Summary Judgment Granted in Favor of Veil-Piercing Claim

On March 19, 2014, Justice Friedman of the New York County Commercial Division issued a decision in Webmediabrands, Inc. v. Latinvision, Inc., 2014 NY Slip Op. 30700(U), granting plaintiffs’ motion for summary judgment piercing the defendants’ corporate veil. In Webmediabrands, the plaintiffs were judgment creditors of defendant Latinvision (“LVI”) who sued LVI’s principal shareholder, officer and... Read more »

Posted: February 1, 2014

Derivative Action Dismissed for Failure Adequately to Plead Demand Futility

On January 21, 2014, Justice Kapnick of the New York County Commercial Division issued a decision in Kebis v. Azzurro Capital Inc., 2014 NY Slip Op. 30171(U), dismissing a derivative action for failure adequately to plead demand futility. In Kebis, the plaintiff brought a derivative action against a corporation’s board of directors alleging “breaches of fiduciary duties... Read more »