New York Permits Derivative Lawsuits
Because the infringement is "continuing", a shareholder who buys in now can initiate a derivative action. Especially if the offender fails to adhere to the cease and desist letter.
As a shareholder, I can assure you if Websafety fails to bring such an action, I will bring that action myself after they re-launch and after notice. I will not invest my money into a company to only see it mismanaged or that its rights are ignored to the detriment of the shareholders. When a company decides to subject itself to the public by way of stock issues,it must protect those investments or move aside and allow the shareholders to take the proper action to protect their investment. If it fails to do so,it can be subjected to suit and the removal of it officers.
"NY Business Corporation Law
§ 626. Shareholders' derivative action brought in the right of the
corporation to procure a judgment in its favor.
(a) An action may be brought in the right of a domestic or foreign
corporation to procure a judgment in its favor, by a holder of shares or
of voting trust certificates of the corporation or of a beneficial
interest in such shares or certificates.
(b) In any such action, it shall be made to appear that the plaintiff
is such a holder at the time of bringing the action and that he was such
a holder at the time of the transaction of which he complains, or that
his shares or his interest therein devolved upon him by operation of
law.
(c) In any such action, the complaint shall set forth with
particularity the efforts of the plaintiff to secure the initiation of
such action by the board or the reasons for not making such effort.
(d) Such action shall not be discontinued, compromised or settled,
without the approval of the court having jurisdiction of the action. If
the court shall determine that the interests of the shareholders or any
class or classes thereof will be substantially affected by such
discontinuance, compromise, or settlement, the court, in its discretion,
may direct that notice, by publication or otherwise, shall be given to
the shareholders or class or classes thereof whose interests it
determines will be so affected; if notice is so directed to be given,
the court may determine which one or more of the parties to the action
shall bear the expense of giving the same, in such amount as the court
shall determine and find to be reasonable in the circumstances, and the
amount of such expense shall be awarded as special costs of the action
and recoverable in the same manner as statutory taxable costs.
(e) If the action on behalf of the corporation was successful, in
whole or in part, or if anything was received by the plaintiff or
plaintiffs or a claimant or claimants as the result of a judgment,
compromise or settlement of an action or claim, the court may award the
plaintiff or plaintiffs, claimant or claimants, reasonable expenses,
including reasonable attorney's fees, and shall direct him or them to
account to the corporation for the remainder of the proceeds so received
by him or them. This paragraph shall not apply to any judgment rendered
for the benefit of injured shareholders only and limited to a recovery
of the loss or damage sustained by them."
