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.
First Department reverses dismissal for lack of personal jurisdiction, holding that a foreign shipping company’s use of New York paying agents, depositories, and underwriters for preferred-stock dividends constitutes transacting business in New York under CPLR 302(a)(1).
The First Department held that Lloyd’s underwriters must advance defense costs for Nu Ride (Lordstown Motors) executives despite a Retroactive Date Exclusion, because in-period claims (insider trading, concealed testing failures) survived the exclusion on a claim-by-claim analysis.