43 Cited authorities

Kaufman v. Cohen
307 A.D.2d 113 (N.Y. App. Div. 2003) Cited 1,166 times 4 Legal Analyses
Holding that misrepresentations by one business partner to other partners about the value of a business interest was "essential" to completing the underlying misappropriation of a business opportunity
Tooley v. Donaldson, Lufkin, Jenrette
845 A.2d 1031 (Del. 2004) Cited 664 times 42 Legal Analyses
Holding that a corporate stockholder who brings a direct action “must demonstratethat the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation”
Rales v. Blasband
634 A.2d 927 (Del. 1993) Cited 901 times 37 Legal Analyses
Holding that three of eight directors were interested parties and that the amended complaint raised a reasonable doubt as to the independence of two remaining directors, making demand futile
Law Debenture Trust v. Maverick Tube
595 F.3d 458 (2d Cir. 2010) Cited 495 times
Holding that proof of industry custom and usage is not extrinsic evidence
Wright v. Ernst & Young LLP
152 F.3d 169 (2d Cir. 1998) Cited 637 times 10 Legal Analyses
Holding a party may not amend its complaint by advancing a new theory of liability for the first time in its opposition to a motion to dismiss
In re Citigroup Inc. Shareholder
964 A.2d 106 (Del. Ch. 2009) Cited 363 times 8 Legal Analyses
Holding the Rales test applies "to show demand futility where the subject of the derivative suit is not a business decision of the board"
Credit Corp. v. Andersen Co.
65 N.Y.2d 536 (N.Y. 1985) Cited 472 times 3 Legal Analyses
Holding that multiple, direct and substantive communications and personal meetings with the relying customers established a relationship sufficiently approaching privity
Lipsky v. Com. United Corp.
551 F.2d 887 (2d Cir. 1976) Cited 581 times
Holding that references to a complaint in a separate action against the defendant by the SEC were properly stricken from the plaintiff's complaint where the case was not actually adjudicated
Ryan v. Gifford
918 A.2d 341 (Del. Ch. 2007) Cited 223 times 4 Legal Analyses
Holding that an unjust enrichment claim was appropriate in the backdating context even where the defendant fails to exercise his stock options
White v. Panic
783 A.2d 543 (Del. 2001) Cited 247 times 7 Legal Analyses
Holding that the directors' prior agreement to settle eight "harassment lawsuits" lodged against the corporation and its president did not raise any reasonable inference "that the board knew that [the president] had actually engaged in in misconduct," and consequently did not excuse demand
Rule 23 - Class Actions
Fed. R. Civ. P. 23 Cited 34,931 times 1234 Legal Analyses
Holding that, to certify a class, the court must find that "questions of law or fact common to class members predominate over any questions affecting only individual members"

Newman et al v. Family Management Corporation et al

43 Cited authorities

Holding that misrepresentations by one business partner to other partners about the value of a business interest was "essential" to completing the underlying misappropriation of a business opportunity

Holding that a corporate stockholder who brings a direct action “must demonstratethat the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation”

Holding that three of eight directors were interested parties and that the amended complaint raised a reasonable doubt as to the independence of two remaining directors, making demand futile

Holding that proof of industry custom and usage is not extrinsic evidence

Holding a party may not amend its complaint by advancing a new theory of liability for the first time in its opposition to a motion to dismiss

Holding the Rales test applies "to show demand futility where the subject of the derivative suit is not a business decision of the board"

Holding that multiple, direct and substantive communications and personal meetings with the relying customers established a relationship sufficiently approaching privity

Holding that references to a complaint in a separate action against the defendant by the SEC were properly stricken from the plaintiff's complaint where the case was not actually adjudicated

Holding that an unjust enrichment claim was appropriate in the backdating context even where the defendant fails to exercise his stock options

Holding that the directors' prior agreement to settle eight "harassment lawsuits" lodged against the corporation and its president did not raise any reasonable inference "that the board knew that [the president] had actually engaged in in misconduct," and consequently did not excuse demand

Holding that, to certify a class, the court must find that "questions of law or fact common to class members predominate over any questions affecting only individual members"