News & Analysis as of

Derivative Suit Shareholder Litigation New York

Farrell Fritz, P.C.

Seller Beware: The “Exclusive” Fair Value Appraisal Remedy Really is Exclusive

Farrell Fritz, P.C. on

The conventional path to a fair value appraisal proceeding under Section 623 of the Business Corporation Law (the “BCL”) involves deliberate invocation of the statute by the business entity, the dissenting owner, or both....more

DLA Piper

Legal Shopping Spree Continues in Internal Affairs Disputes: Key Case Developments

DLA Piper on

The first half of 2025 saw numerous developments in the strategies and counterstrategies between corporations and their stockholders in efforts to find the most favorable law and courts to decide disputes between them....more

Marshall Dennehey

New York Court Reaffirms Internal Affairs Doctrine, Denies Standing in Derivative Suit Against English Corporation

Marshall Dennehey on

Ezrasons, Inc. v. Rudd, No. 2, --- N.E.3d ---, 2025 WL 1436000 (May 20, 2025) - “Few principles are more firmly entrenched in corporate law than the internal affairs doctrine, a choice-of-law rule providing that, with rare...more

Farrell Fritz, P.C.

Court of Appeals Again Bolsters Internal Affairs Doctrine, This Time Clipping Derivative Suits Brought on Behalf of Foreign...

Farrell Fritz, P.C. on

Section 626 of New York’s Business Corporation Law governs standing to sue derivatively in New York.  It states that “an action may be brought in the right of a domestic or foreign corporation . . .  by a holder of shares or...more

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