Roach v. Franchises International, Inc.

In this stockholders’ derivative action, the plaintiffs allege that certain named individuals and corporations conspired to acquire the majority control of Mary’s Sunshine Dairies, Inc. (the appealing defendant and hereinafter referred to as the corporation), to exploit its business in violation of contractual and fiduciary obligations, and to transfer its assets in deprivation of the rights of the minority stockholders, among whom are the plaintiffs. We need not concern ourselves with the particulars of the allegations, for the narrow question presented is whether Special Term was correct in…