MARSH v. ROSENBLOOM

Docket Nos. 05-0514-cv (Lead), 05-0702-cv (XAP), 05-0706-cv (XAP), 05-0708-cv (XAP).

499 F.3d 165 (2007)

Langdon MARSH, as Acting Commissioner of the New York State Department of Environmental Conservation and Trustee of the Natural Resources and Michael D. Zagata, as Commissioner of the New York State Department of Environmental Conservation, Plaintiffs, State of New York and Denise M. Sheehan, as Acting Commissioner of the New York State Department of Environmental Conservation and Trustee of the Natural Resources, Plaintiffs-Appellants-Cross-Appellees, v. Daniel ROSENBLOOM, Firmanco Associates, First Manhattan Company, as distributees of the assets of Panex Industries, Inc., Andreas Gal, Norman Halper and Oliver Lazare, in their capacities as co-executors of the Estate of Paul Lazare and Goldman Sachs & Company, as distributees of the assets of Panex Industries, Inc., Defendants-Cross-Defendants-Appellees-Cross-Appellants, Panex Industries, Inc., Panex Industries, Inc. Liquidating Trust, Alpine Group, Inc., and Rochester Button Company, Inc., Defendant-Cross-Defendant, Dresser Industries Inc., Intervenor-Plaintiff-Movant, Turbodyne Electric Power Corporation, McGraw-Edison Company, Inc., Dresser-Rand Company, ABB Air Preheater, Inc., and Village of Wellsville, Defendants-Cross-Claimants-Cross-Defendants, Successor Panex Industries, Inc. Stockholders Liquidating Trust, Michael D. Debaecke, Esq., as Trustee of Successor Panex Industries, Inc. Stockholders Liquidating Trust, Defendants, Cooper Industries, Inc., Intervenor-Third Party-Defendant.

United States Court of Appeals, Second Circuit.

Decided: August 28, 2007.


Attorney(s) appearing for the Case

Richard P. Dearing, Assistant Solicitor General of the State of New York, and Eugene J. Leff, Assistant Attorney General of the State of New York, for Plaintiff-Appellant-Cross-Appellee State of New York and Alexander Grannis*.

Gita F. Rothschild, law firm of McCarter & English, LLP, and Mark F. Rosenberg, law firm of Sullivan & Cromwell LLP, for Defendants-Cross-Defendants-Appellees, Cross-Appellants Daniel Rosenbloom, Firmanco Associates, and First Manhattan Company.

Robert L. Tofel and Mark A. Lopeman, Tofel & Partners, LLP, for Defendants-Cross-Defendants-Appellees, Cross-Appellants Andreas Gal, Estate of Paul Lazare, Norman Halper, Oliver Lazare.

Brian M. Cogan, Stroock & Stroock & Lavan LLP, for Defendant-Appellee-Cross-Appellant Goldman Sachs & Company.

Before: JACOBS, POOLER, and JOHN R. GIBSON, Circuit Judges.


JOHN R. GIBSON, Circuit Judge.

The State of New York appeals from orders of the United States District Court for the Western District of New York (Elfvin, J., District Judge) dismissing its claims against shareholder-distributees of Panex Industries, Inc., a dissolved Delaware corporation. The State asserted these claims several years after Panex had been dissolved, outside the corporate wind-up period established by Delaware General Corporation Law §...

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