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In the Matter of Kenneth Cole Productions, Inc., Shareholder Litigation-------------------------------Erie County Employees Retirement System, Appellant,v.Michael J. Blitzer, et al., Respondents, Marlin Equities VII, LLC, Defendant.

Brief

26 Cited authorities

  1. Leon v. Martinez

    84 N.Y.2d 83 (N.Y. 1994)   Cited 9,626 times   4 Legal Analyses
    Holding that the allegations in the complaint and the supporting affidavits were adequate to withstand a motion to dismiss

  2. Weinberger v. UOP, Inc.

    457 A.2d 701 (Del. 1983)   Cited 741 times   15 Legal Analyses
    Holding that officers of parent corporation faced conflict of interest when acting as subsidiary directors regarding transaction with parent because officers were dual fiduciaries at the time of the transaction

  3. Kahn v. Lynch Communication Systems

    638 A.2d 1110 (Del. 1994)   Cited 329 times   28 Legal Analyses
    Holding that a stockholder who owns a majority interest in or exercises control over the business affairs of the corporation owes fiduciary duties to its fellow stockholders

  4. Foley v. D'Agostino

    21 A.D.2d 60 (N.Y. App. Div. 1964)   Cited 739 times
    Stating that “[t]hey may not assume and engage in the promotion of personal interests which are incompatible with the superior interests of their corporation.”

  5. Kahn v. M&F Worldwide Corp.

    88 A.3d 635 (Del. 2014)   Cited 157 times   102 Legal Analyses
    Holding that the business judgment standard of review governs squeeze-out mergers between a controlling stockholder and its subsidiary only where the merger is "conditioned ab initio upon both the approval of an independent, adequately-empowered Special Committee that fulfills its duty of care; and the uncoerced, informed vote of a majority of minority stockholders."

  6. Jones v. H.F. Ahmanson Co.

    1 Cal.3d 93 (Cal. 1969)   Cited 350 times   9 Legal Analyses
    Holding "majority shareholders . . . have a fiduciary responsibility to the minority and to the corporation to use their ability to control the corporation in a fair, just, and equitable manner"

  7. Kahn v. Tremont Corp.

    694 A.2d 422 (Del. 1997)   Cited 139 times   7 Legal Analyses
    Holding that process was "so intertwined with price" that a finding of fair price would not allow the defendants to prevail

  8. Gesoff v. IIC Indus., Inc.

    902 A.2d 1130 (Del. Ch. 2006)   Cited 95 times   4 Legal Analyses
    Holding that investment bank's relationship with buy-side controlling stockholder "robs [its] fairness opinion of its value as an indicator of fairness"

  9. Alpert v. 28 Williams St. Corp.

    63 N.Y.2d 557 (N.Y. 1984)   Cited 174 times   8 Legal Analyses
    Holding that fiduciaries owe a duty of candor

  10. Ackerman v. 305 East 40th Owners Corp.

    189 A.D.2d 665 (N.Y. App. Div. 1993)   Cited 122 times

    January 19, 1993 Appeal from the Supreme Court, New York County (Karla Moskowitz, J.). Apartment 3-0 at 305 East 40th Street became available when the record owner filed for bankruptcy and the bank, which held liens on the apartment, decided not to cure the owner's maintenance default and take over the apartment. The plaintiff, Murray Ackerman, a resident shareholder and director of the cooperative, decided to submit a bid for the apartment, which was to be sold at auction. According to Ackerman

  11. Section 220 - Inspection of books and records

    Del. Code tit. 8 § 220   Cited 683 times   97 Legal Analyses
    Defining subsidiary as “any entity directly or indirectly owned, in whole or in part, by the corporation of which the stockholder is a stockholder and over the affairs of which the corporation directly or indirectly exercises control, and includes, without limitation , corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, statutory trusts and/or joint ventures”

  12. Section 500.11 - Alternative procedure for selected appeals

    N.Y. Comp. Codes R. & Regs. tit. 22 § 500.11   Cited 539 times

    (a) On its own motion, the court may review selected appeals by an alternative procedure. Such appeals shall be determined on the intermediate appellate court record or appendix and briefs, the writings in the courts below and additional letter submissions on the merits. The clerk of the court shall notify all parties by letter when an appeal has been selected for review pursuant to this section. Appellant may request such review in its preliminary appeal statement. Respondent may request such review