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 …
Category: Derivative Litigation
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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, …
Failure to Plead Demand Futility Results in Dismissal of a Shareholder Derivative Action Against the Officers and Directors of GE
- Jul 22 2019
Derivative actions are brought by current shareholders of a company to redress the harm (monetary or equitable) incurred by the company as the result of officer/director self-dealing, breaches of fiduciary …
Purchaser of a Membership Interest in an LLC Who Had Not Been Admitted as a Member Pursuant to Operating Agreement Lacked Standing to Pursue Derivative Claims
- Feb 20 2019
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 …
Derivative Standing and Personal Animus: How Much Acrimony is Enough?
- Oct 10 2018
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 …
