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Posts Categorized: Derivative Actions

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 »

Posted: January 12, 2014

Derivative Claim Dismissed for Failure to Allege Demand Futility with Particularity

On January 6, 2014, Justice Bransten of the New York County Commercial Division issued a decision in Zacharius v. Kensington Publishing Corp., 2014 NY Slip Op. 50011(U), addressing a number of business divorce issues, including the standard for pleading demand futility. Zacharius involved a dispute between shareholders in a closely held corporation. The court’s decision in... Read more »

Posted: January 4, 2014

Appropriate Vehicle to Address Grievances In Two-Shareholder Corporations is Derivative Action

On December 20, 2013, Justice Demarest of the Kings County Commercial Division issued a decision in Machaneinu, Inc. v. Luria, 2013 NY Slip Op. 52197(U), concluding that a 50 percent shareholder of a not-for-profit corporation lacked authority to initiate a direct action on behalf of the corporation against the other 50 percent shareholder for breach... Read more »

Posted: November 13, 2013

New York Shareholder Derivative Plaintiffs Must Plead With Particularity Why Board’s Failure to Comply With Pre-Suit Demand Was Improper

On November 8, 2013, Justice Bransten of the New York County Commercial Division issued a decision in Kenney v. Immelt, 2013 NY Slip Op. 51831(U), dismissing with leave to replead a shareholder derivative claim filed by shareholders of General Electric Company against GE’s officers and directors alleging that they breached their fiduciary duties by, among... Read more »