Abraham Barr v. Kenneth B. Wackman

Summary

The New York Court of Appeals affirmed the lower courts' denial of a motion to dismiss a shareholder derivative action, holding that the plaintiff's detailed allegations of board participation in alleged self‑dealing and breach of fiduciary duties satisfy subdivision (c) of Business Corporation Law §626 and excuse the demand requirement. The court emphasized that particularized pleading of board misconduct, even without direct self‑dealing by all directors, can render a demand futile.