Application of a Company’s By-Laws to Director Deadlock
- Jun 20 2023
A couple of months ago, we examined NW Media Holdings Corp. v. IBT Media Inc., 2023 N.Y. Slip Op. 30875(U) (Sup. Ct., N.Y. County Mar. 22, 2023) (here), a case …
Category: Derivative Litigation
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Derivative Standing and The Internal Affairs Doctrine
- Jun 5 2023
By: Jeffrey M. Haber The internal affairs doctrine is a “conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs—matters …
The Difficulty Distinguishing Between Direct and Derivative Claims Revisited
- Sep 14 2022
By: Jeffrey M. Haber It is well-settled that a plaintiff asserting a derivative claim seeks to recover for injury to thebusiness entity. A plaintiff asserting a direct claim seeks redress …
No Damages, No Claim, Problem
- Aug 3 2022
By: Jeffrey M. Haber It is axiomatic that a plaintiff cannot succeed on his or her cause of action if there are no provable damages. It is, therefore, important that …
Stockholder Standing and Documentary Evidence
- May 23 2022
By: Jeffrey M. Haber In prior articles, we have examined the rules governing the bringing of shareholder derivative litigations (e.g., here and here). Among other things, we discussed the rule …
Family Disputes and the Shareholder Derivative Action
- Mar 23 2022
By: Jeffrey M. Haber Family business disputes tend to be ugly, destructive, and protracted. For a case in point, we examine Max v. ALP, Inc., 2022 N.Y. Slip Op. 01969 …
Merger Clauses, Disclaimer Clauses and Derivative Standing
- Feb 7 2022
By: Jeffrey M. Haber In today’s article, we examine three principles of law that can spell the end of a litigation: disclaimer clauses, merger or integration clauses, and derivative standing. …
BCL § 626(c): Demand Futility
- Jan 24 2022
By: Jeffrey M. Haber Derivative actions are often brought by shareholders of a corporation (or limited liability company) to vindicate the entity’s rights.1 Although shareholders are given the right to …
Derivative Litigation, Documentary Evidence and The Lack of Legal Capacity to Sue
- Oct 26 2020
A shareholder’s derivative action is a lawsuit “brought in the right of a … corporation to procure a judgment in its favor, by a holder of shares or of voting …
When the Pleading Makes It Difficult to Determine the Causes of Action Being Pled
- Sep 30 2019
The title of this post comes from the observation Justice Saliann Scarpulla made in Jobar Holding Corp. v. Halio, 2019 N.Y. Slip Op. 32813(U) (Sup. Ct., N.Y. County Sept. 23, …
