QUADRANT STRUCTURED v. VERTIN

No. 112

23 N.Y.3d 549 (2014)

23 N.Y.3d 549

992 N.Y.S.2d 687

2014 NY Slip Op 4114

QUADRANT STRUCTURED PRODUCTS CO., LTD., Individually and Derivatively on Behalf of ATHILON CAPITAL CORP., Appellant, v. VINCENT VERTIN et al., Respondents.

Court of Appeals of New York.

Decided June 10, 2014.


Attorney(s) appearing for the Case

Bingham McCutchen LLP ( Sabin Willett , of the Massachusetts bar, admitted pro hac vice, and Samuel Rowley , of the Massachusetts bar, admitted pro hac vice, of counsel), and Richards, Layton & Finger, P.A., Wilmington, Delaware ( Lisa A. Schmidt , Catherine G. Dearlove and Russell C. Silberglied of counsel), for appellant.

Quinn Emanuel Urquhart & Sullivan, LLP, New York City ( Kathleen M. Sullivan , Philippe Z. Selendy , Nicholas F. Joseph , Sean P. Baldwin and Alicia K. Cobb of counsel), Potter Anderson & Corroon LLP, Wilmington, Delaware ( Philip A. Rovner of counsel), and Seitz Ross Aronstam & Moritz LLP ( Garrett B. Moritz of counsel) for respondents.


OPINION OF THE COURT

RIVERA, J.

In response to the first certified question from the Supreme Court of the State of Delaware, we conclude that a trust indenture's "no-action" clause that specifically precludes enforcement of contractual claims arising under the indenture, but omits reference to "the Securities," does not bar a securityholder's independent common-law or statutory claims. Accordingly, we answer the second question in the affirmative.

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