Leopold v. United Capital Corp.

114 A.D.3d 553, 980 N.Y.S.2d 755

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: February 20, 2014
• Status: Published

Opinion

Order, Supreme Court, New York County (O. Peter Sherwood, J.), entered November 8, 2012, which granted defendants’ motion to dismiss the complaint, unanimously affirmed, without costs.

In this action governed by Delaware law, plaintiff alleges that the individual defendants who are owners and/or directors of the corporate defendant breached their fiduciary duties by delisting and deregistering the corporation’s common stock and by structuring a tender offer through an unfair process for inadequate consideration. The motion court properly dismissed plaintiffs claims as derivative, since they allege wrongs affecting both him and the corporation rather than “direct injury . . . independent of any alleged injury to the corporation” (Tooley v Donaldson, Lufkin & Jenrette, Inc., 845 A2d 1031, 1039 [Del 2004]). Concur — Gonzalez, EJ., Tom, Saxe, Freedman and Manzanet-Daniels, JJ.