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.
Holding that Martha Stewart's 94% interest in the corporation whose board she chaired was insufficient to excuse demand because " stockholder's control of a corporation does not excuse presuit demand on the board without particularized allegations of relationships between the directors and the controlling stockholder demonstrating that the directors are beholden to the stockholder."
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
2009 N.Y. Slip Op. 8474 (N.Y. 2009) Cited 198 times
Holding that executive orders directing county and state civil services to recognize out of state same sex marriages were lawful; concurrence would have applied recognition of marriage doctrine to same-sex marriages that are valid where performed
211 A.D.2d 423 (N.Y. App. Div. 1995) Cited 267 times
Finding contract claim "too vague and indefinite, and therefore unenforceable, for plaintiff's failure to allege, in nonconclusory language, as required, the essential terms of the parties' purported contract, including . . . the amount of financial support which defendant. . . [was] required to provide or the length of time during which that support had to be provided."
Holding that demand requirement is excused when majority of board is interested in challenged transaction, board members did not inform themselves about transaction, and challenged transaction is "so egregious on its face that it could not have been the product of sound business judgment"
Holding that breach of fiduciary duty claims arising out of a squeeze-out merger conditioned from the outset upon both the negotiation and approval of a fully empowered independent special committee of the board and the uncoerced, fully informed vote of a majority of the minority stockholders in support of the transaction will be reviewed under the business judgment rule
N.Y. C.P.L.R. § 5501 Cited 6,999 times 2 Legal Analyses
Stating that the “shocks the conscience” standard “was relaxed in 1986 in tort actions, including the common personal injury and wrongful death actions in which additur and remittitur are most often seen”