Opinion · New York Court of Appeals

Rubinstein v. Catacosinos

60 N.Y.2d 890

Type
Opinion
Court
New York Court of Appeals
Jurisdiction
New York
Date
1983-11-23
Topic
general

OPINION OF THE COURT Memorandum. The order of the Appellate Division should be affirmed, with costs, for the reasons stated in the opinion by Justice Samuel J. Silverman at the Appellate Division (91 AD2d 445). In so ruling, we deem it necessary to add the following comments. First, section 906 of the Business Corporation Law is not one of the enumerated laws specifically applicable to foreign corporations doing business in New York (Business Corporation Law, § 1319, subd [a]).

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Cited by
14 opinions
RUBINSTEIN v. CATACOSINOS,60 N.Y.2d 890(1983)
DIANNE RUBINSTEIN, Appellant, v. WILLIAM J. CATACOSINOS et al., Respondents.
Court of Appeals of the State of New York.
Argued October 19, 1983
Decided November 23, 1983
Appeal from the Appellate Division of the Supreme Court in the First Judicial Department, NORMAN C. RYP, J.Page 891
[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.]Page 892
Irving BizarandAndrea R. Cohenfor appellant.Alan R. WentzelandStephen J. Kingfor William J. Catacosinos and others, respondents.Franklyn D. KimballandW. Foster Wollenfor Applied Digital Data Systems, Inc., respondent.
MEMORANDUM.

The order of the Appellate Division should be affirmed, with costs, for the reasons stated in the opinion by Justice SAMUEL J. SILVERMAN at the Appellate Division (91 A.D.2d 445).

In so ruling, we deem it necessary to add the following comments. First, section906of the Business Corporation Law is not one of the enumerated laws specifically applicable to foreign corporations doing business in New York (Business Corporation Law, §1319, subd [a]). Second, inasmuch as it is concluded that plaintiff had no standing to continue this shareholder's derivative action, there is no occasion to decide whether liability for insider trading may be imposed against nonparticipating but acquiescing directors (cf.Diamond vOreamuno,24 N.Y.2d 494, affg29 A.D.2d 285). Last, it is noted that plaintiff did not seek to protect her rights by raising the claim she now makes through an appraisal proceeding.

Chief Judge COOKE and Judges JASEN, JONES, WACHTLER, MEYER, SIMONS and KAYE concur.

Order affirmed, with costs, in a memorandum.Page 893