Court declined a stay of proceedings and permanent injunction, where the injunction was imposed to prevent plaintiff from interfering with defendant's rights under the parties' agreement, and where defendant was unlikely to prevail on its appeal of the court's judgment finding the agreement valid and enforceable.

The court held that plaintiffs were entitled to a mootness fee in the amount of 9 million dollars.

In this adversary proceeding, the counterclaims filed by liquidation trustee against former directors and officers of debtor failed to state the necessary elements of breach of duty of care and loyalty because trustee did not plead gross negligence.

During the process of sale and dissolution, company failed to provide sufficient security to cover potential indemnification claims incurred by buyer.

Where plaintiff terminated a merger agreement, the termination provision in the agreement prevented plaintiff from re-covering against defendant for breach of contract.

Claim of breach of fiduciary duty by CEO with conflict of interest in merger transaction failed where there was no allegation that the independent board was unreasonable in its oversight activities during the negotiation process or that CEO acted to undermine the board's authority.

The court granted defendants' motions to dismiss plaintiff's breach of fiduciary duty claims, because plaintiff did not establish any improper conduct in connection with a merger.

Appellate Division, First Department: June 17, 2021

The court granted defendants' motion to dismiss this derivative because plaintiffs failed to meet the con-temporaneous ownership requirement, so they lacked standing.

In this statutory appraisal proceeding, the court relied on the deal price minus synergies, and then added value connected with changes which occurred between the time of the merger agreement and the closing date.