Shareholders, Appeals, Foreign Corporations

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

Farrell Fritz, P.C. on 7/28/2025

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

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

Sheppard Mullin Richter & Hampton LLP on 6/4/2025

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

New York Appellate Court Ruling Eases Hurdle to Bringing Derivative Suits Against UK Companies in the New York Courts

Herbert Smith Freehills Kramer on 12/3/2018

On Nov. 14, 2018, a New York appellate court held that in a derivative action brought in a New York court against a company incorporated in the United Kingdom, the plaintiff need not comply with U.K. Companies Act § 261(1)...more

Court of Appeals Ruling Eases the Way for Shareholders to Bring Derivative Suits Against Cayman Islands Companies in the New York...

Herbert Smith Freehills Kramer on 12/6/2017

On Nov. 20, 2017, the New York Court of Appeals held that in a derivative action brought in a New York court against a company incorporated in the Cayman Islands, the plaintiff need not comply with Rule 12A of the Cayman...more

2016 Year In Review: Corporate Governance Litigation And Regulation

Cadwalader, Wickersham & Taft LLP on 1/12/2017

2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more

Second Circuit Affirms Exclusion of Certain Foreign Purchasers and Purchases from Securities Class Action

Proskauer - Corporate Defense and Disputes on 9/28/2016

The U.S. Court of Appeals for the Second Circuit issued a lengthy opinion today in the long-running In re Vivendi, S.A. Securities Litigation, affirming the jury’s verdict on liability and addressing issues about loss...more