First Department affirms dismissal of a director’s reinstatement claim, holding that board removal for cause was valid under the corporation’s original by-laws — which remained in effect after amended by-laws failed to obtain required shareholder approval — and that citing the wrong by-law provision in the meeting notice was not a fatal defect.
First Department reverses leave to amend, holding that former Class B members of Delaware LLCs lack derivative standing after involuntary withdrawal, and that the fraud exception requires pleading specific facts showing the transaction was designed solely to strip derivative standing.
Appellate Division affirms summary judgment on fiduciary duty liability against Ramones Productions board member, finding confirmed binding mediation award established breach as a matter of law.
Appellate Division affirms $4.3 million judgment and ten-year bar against former NRA executive Wayne LaPierre for breach of fiduciary duty, rejecting business judgment rule defense.