Miller v. Kastner

Order unanimously affirmed, with costs. Memorandum: Special Term correctly denied defendants’ motion to dismiss plaintiff’s complaint in this shareholder’s derivative action. The allegations in the complaint must be liberally construed (MacKay v Pierce, 86 AD2d 655). We conclude that plaintiff complied with subdivision (c) of section 626 of the Business Corporation Law by alleging with sufficient particularity that it would have been futile to attempt to secure the initiation of this action by the board of directors. The complaint shows that defendant, as majority stockholder, had power under…