Cypress Holdings, III, L.P. v. Sport-BLX, Inc.

S.D. New York

Cypress Holdings, III, L.P. v. Sport-BLX, Inc.

DecidedJuly 1, 2024

Docket1:22-cv-01243

StatusUnknown

This text of Cypress Holdings, III, L.P. v. Sport-BLX, Inc. (Cypress Holdings, III, L.P. v. Sport-BLX, Inc.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Cypress Holdings, III, L.P. v. Sport-BLX, Inc., (S.D.N.Y. 2024).

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK --- --------------------------------------------------------- X : CYPRESS HOLDINGS, III, L.P., : Plaintiff, : : 22 Civ. 1243 (LGS) -against- : : ORDER SPORT-BLX, INC., et al., : Defendants. : ------------------------------------------------------------ X

WHEREAS, Defendants have filed a motion to dismiss the derivative claims in the Second Amended Complaint on the ground that Plaintiff does not fairly and adequately represent the interests of shareholders of Sport-BLX, Inc. (“Sport-BLX”) who are similarly situated in enforcing the rights of Sport-BLX (the “Motion”). It is hereby ORDERED that by July 15, 2024, Defendants shall file a letter stating (1) whether the individual Defendants are indemnified against a finding of liability and damages, and if so, by whom and under what circumstances and (2) whether the individual Defendants are covered by Directors and Officers Liability Insurance, and if so, who are the co-insureds who draw from the same fund (i.e., do all individual co-Defendants share a limited amount of coverage), and under what circumstances they are covered as relevant here. It is further ORDERED that July 24, 2024, Plaintiff shall file a letter stating (1) whether any indemnification or insurance coverage identified by Defendants impacts Plaintiff’s adequacy of representation to bring derivative claims on behalf of Sport-BLX and (2) why at least the following purported “direct” causes of Action – Counts Six, Nine, Ten and Fifteen – are not in fact derivative claims under Delaware law. See Tooley, 845 A.2d 1031 (Del. 2004) and its progeny including Brookfield Asset Mgmt., Inc. v. Rosson, 261 A.3d 1251 (Del. 2021), and Miller v. Brightstar Asia, Ltd., 43 F.4th 112 (2d Cir. 2022). It is further ORDERED that by July 30, 2024, Defendants may reply to Plaintiff's letter. Dated: July 1, 2024 New York, New York .

LORNA G. SCHOFIEL UNITED STATES DISTRICT JUDGE

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK --- --------------------------------------------------------- X : CYPRESS HOLDINGS, III, L.P., : Plaintiff, : : 22 Civ. 1243 (LGS) -against- : : ORDER SPORT-BLX, INC., et al., : Defendants. : ------------------------------------------------------------ X

WHEREAS, Defendants have filed a motion to dismiss the derivative claims in the Second Amended Complaint on the ground that Plaintiff does not fairly and adequately represent the interests of shareholders of Sport-BLX, Inc. (“Sport-BLX”) who are similarly situated in enforcing the rights of Sport-BLX (the “Motion”). It is hereby ORDERED that by July 15, 2024, Defendants shall file a letter stating (1) whether the individual Defendants are indemnified against a finding of liability and damages, and if so, by whom and under what circumstances and (2) whether the individual Defendants are covered by Directors and Officers Liability Insurance, and if so, who are the co-insureds who draw from the same fund (i.e., do all individual co-Defendants share a limited amount of coverage), and under what circumstances they are covered as relevant here. It is further ORDERED that July 24, 2024, Plaintiff shall file a letter stating (1) whether any indemnification or insurance coverage identified by Defendants impacts Plaintiff’s adequacy of representation to bring derivative claims on behalf of Sport-BLX and (2) why at least the following purported “direct” causes of Action – Counts Six, Nine, Ten and Fifteen – are not in fact derivative claims under Delaware law. See Tooley, 845 A.2d 1031 (Del. 2004) and its progeny including Brookfield Asset Mgmt., Inc. v. Rosson, 261 A.3d 1251 (Del. 2021), and Miller v. Brightstar Asia, Ltd., 43 F.4th 112 (2d Cir. 2022). It is further ORDERED that by July 30, 2024, Defendants may reply to Plaintiff's letter. Dated: July 1, 2024 New York, New York .

LORNA G. SCHOFIEL UNITED STATES DISTRICT JUDGE

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Cypress Holdings, III, L.P. v. Sport-BLX, Inc., Counsel Stack Legal Research, https://law.counselstack.com/opinion/cypress-holdings-iii-lp-v-sport-blx-inc-nysd-2024.

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