In this week’s New York Business Divorce, read about the opaque doctrine of disqualifying shareholder derivative plaintiff conflicts of interest, including a pair of decisions less than a month apart by New York and Delaware courts casting doubt upon the doctrine’s continued expanse and viability.
Continue Reading The “Conflict of Interest” Defense to Shareholder Derivative Standing

This week’s New York Business Divorce offers readers a preview of two thought provoking articles by Professors Donald Weidner and Daniel Kleinberger published as point/counter-point in the current issue of The Business Lawyer on the subject of LLCs, the direct-derivative distinction, and Special Litigation Committees.
Continue Reading LLCs, Direct vs. Derivative Claims, and Special Litigation Committees: A Lively Debate

They say revenge is a dish best served cold. In this week’s New York Business Divorce, celebrity chef Gordon Ramsay serves his former business partner a cold dish in the form of a large post-trial judgment in a case seeking dissolution and derivative damages on behalf of two out-of-state entities formed to operate defunct Ramsay restaurant “The Fat Cow.”
Continue Reading Gordon Ramsay’s The Fat Cow: Dishing Up Damages and Dissolution

A plaintiff’s “equitable standing” to bring a shareholder derivative action is hardly a common issue in litigation of the sort, which makes all the more interesting last week’s decision by the Delaware Court of Chancery rejecting a plaintiff’s attempt to bypass the contemporaneous ownership rule. Read more in this week’s New York Business Divorce.
Continue Reading Equitable Standing in Shareholder Derivative Suit Bows to the Contemporaneous Ownership Rule

In this week’s New York Business Divorce, read about a recent appeals court decision in which an elderly male business founder alleged he was ousted from the company and his reputation smeared based upon false allegations of sexual harassment allegedly solicited by a hostile male CEO. Do these allegations equate to a viable claim for breach of fiduciary duty against the CEO? Find out in this week’s New York Business Divorce.
Continue Reading #MeToo and Business Divorce: The Flip Side