The First Department enforced an RMBS no-action clause because HBK’s zero-principal-balance certificates carried no voting rights when it demanded litigation.
The First Department affirms dismissal of fiduciary duty claims arising from Iberdrola’s buyout of Avangrid minority shareholders, holding that the MFW-compliant deal structure under New York’s Kenneth Cole framework triggers deferential business judgment review.
The Appellate Division, First Department, allows aiding-and-abetting fraud and breach of fiduciary duty claims to proceed against a biotech co-founder/CFO based on false PPM representations about board composition, audit committee, and auditor retention, while dismissing a redundant aiding-and-abetting breach of fiduciary duty claim against a defendant who was himself a primary fiduciary.
The Appellate Division, First Department, reverses and dismisses fraud claims by a former Socure shareholder, holding that broad releases he signed — as a sophisticated attorney who knowingly proceeded without full information — bar the claims as a matter of law and defeat reasonable reliance; defendants awarded attorneys’ fees.
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).