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Shareholder Litigation New York

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

Farrell Fritz, P.C.

A Tardy Plaintiff’s Best Friend: The Open Repudiation Doctrine

Farrell Fritz, P.C. on

Pre-answer motions to dismiss for untimeliness are exceptionally common in business divorce litigation. Statute of limitations analysis can be deceptively simple in theory, but elusively difficult in practice, even for...more

Farrell Fritz, P.C.

Beyond Fair Value: When Shareholder Oppression Demands Interest and Damages

Farrell Fritz, P.C. on

Shareholder oppression has long been a favorite topic of mine—for good reason.  A cornerstone of business divorce litigation, a claim of minority shareholder oppression under BCL 1104-a often invites creative argument over...more

Sheppard Mullin Richter & Hampton LLP

New York Court of Appeals Reaffirms the Internal Affairs Doctrine for Foreign Corporations

In Ezrasons, Inc. v. Rudd, 2025 NY Slip Op. 03008, 2025 N.Y. LEXIS 717 (N.Y. May 20, 2025), the New York Court of Appeals reaffirmed the fundamental and controlling nature of the internal affairs doctrine as it relates to the...more

A&O Shearman

New York Court Of Appeals Affirms Dismissal Of Derivative Action Brought By Shareholder Of Foreign Corporation, Holding That New...

A&O Shearman on

On May 20, 2025, the New York Court of Appeals affirmed the dismissal of a derivative action asserting claims for breach of fiduciary duty against officers and directors of a corporation incorporated under the laws of England...more

Farrell Fritz, P.C.

Demand Futility, Dissolution, and Transfer Restrictions: Spring Blooms Fresh Developments in LLC Litigation

Farrell Fritz, P.C. on

In addition to blooming trees and longer days, spring in New York has ushered in a fresh crop of noteworthy decisions on intra-LLC disputes.  Headliners include a boost to members’ rights to compel an accounting courtesy of...more

Farrell Fritz, P.C.

I’ll Have a Bacon Cheeseburger, Hold the Pickle and LLC Dissolution

Farrell Fritz, P.C. on

I’ve noticed over the many years since this blog’s launch a disproportionate number of posts concerning disputes among restaurant co-owners. The only explanation I’ve come up with is that first-time, start-up restaurant...more

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