Rubinstein v. Catacosinos

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]). 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 v Oreamuno, 24 NY2d 494, affg 29 AD2d 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.