Ezrasons, Inc. v. Rudd

Summary

The Court of Appeals affirmed dismissal of the derivative action because New York's internal affairs doctrine required application of English law to whether the beneficial shareholder could sue on behalf of the English corporation. The court held that Business Corporation Law §§ 626(a) and 1319(a)(2) do not clearly override that doctrine or displace foreign substantive standing requirements. The court also declined to consider plaintiff's argument that the English membership requirement was procedural because plaintiff failed to preserve it below.