2023 New York Laws › BSC - Business Corporation › Article 1 - Short Title; Definitions; Applications; Certificates, Miscellaneous › 109 - Actions or Special Proceedings by Attorney-General.

§ 109. Actions or special proceedings by attorney-general.
(a) The attorney-general may maintain an action or special proceeding:
(1)  To  annul  the corporate existence or dissolve a corporation that
has acted beyond its capacity or power or to restrain it from the  doing
of unauthorized business;
(2)  To annul the corporate existence or dissolve any corporation that
has not been duly formed;
(3) To restrain any person or persons from acting  as  a  domestic  or
foreign corporation within this state without being duly incorporated or
from  exercising  in  this  state  any  corporate  rights, privileges or
franchises not granted to them by the law of the state;
(4) To procure a judgment removing a director  of  a  corporation  for
cause under section 706 (Removal of directors);
(5) To dissolve a corporation under article 11 (Judicial dissolution);
(6)  To restrain a foreign corporation or to annul its authority to do
business in this state under section 1303 (Violations).
(7) Upon written application, ex parte, for an order  to  the  supreme
court  at  a  special  term  held within the judicial district where the
office of the corporation is located, and if the  court  so  orders,  to
inspect the books and records of the corporation to the extent that such
inspection  is  available to shareholders and directors under the law of
this state.   Such  application  shall  contain  a  statement  that  the
inspection  is  necessary to protect the interests of the people of this
state. This paragraph applies to every corporation, no shares  of  which
are  listed  on a national securities exchange or regularly quoted in an
over-the-counter market by one or more  members  of  a  national  or  an
affliated  securities  association.   This paragraph does not apply to a
corporation all shares of which are owned either directly or  through  a
wholly  owned  subsidiary by a corporation or corporations to which this
paragraph does not apply.
(8) To collect any fines payable to the department of  state  pursuant
to section four hundred nine of this chapter.
(b) In an action or special proceeding brought by the attorney-general
under any of the provisions of this chapter:
(1) If an action, it is triable by jury as a matter of right.
(2) The court may confer immunity in accordance with the provisions of
section 50.20 of the criminal procedure law.
(3)  A  temporary  restraining  order  to  restrain  the commission or
continuance of the unlawful acts which form the basis of the  action  or
special  proceeding  may  be  granted upon proof, by affidavit, that the
defendant or defendants have committed or are about to commit such acts.
Application for such restraining order may be made ex parte or upon such
notice as the court may direct.
(4)  If  the  action  or  special  proceeding  is  against  a  foreign
corporation,  the  attorney-general  may apply to the court at any stage
thereof for the appointment of a temporary receiver  of  the  assets  in
this  state  of  such  foreign  corporation,  whenever  it has assets or
property of any kind whatsoever, tangible  or  intangible,  within  this
state.
(5)  When  final  judgment  in  such  action  or special proceeding is
rendered against the defendant or defendants, the court may  direct  the
costs  to be collected by execution against any or all of the defendants
or by order of attachment or other process against  the  person  of  any
director or officer of a corporate defendant.
(6) In connection with any such proposed action or special proceeding,
the  attorney-general  may  take proof and issue subpoenas in accordance
with the civil practice law and rules.
(c) In any  such  action  or  special  proceeding  against  a  foreign
corporation which has not designated the secretary of state as its agent
for  service  of  process  under  section  304 (Statutory designation of
secretary of state  as  agent  for  service  of  process),  any  of  the
following   acts  in  this  state  by  such  foreign  corporation  shall
constitute the appointment by it of the secretary of state as its  agent
upon whom process against such foreign corporation may be served:
(1)  As  used  in  this  paragraph  the  term "resident" shall include
individuals, domestic corporations and foreign  corporations  authorized
to do business in the state.
(2)  Any  act  done, or representation made as part of a course of the
solicitation of orders, or the issuance, or the delivery,  of  contracts
for,  or  the  sale  of,  property,  or  the  performance of services to
residents which involves  or  promotes  a  plan  or  scheme  to  defraud
residents in violation of the laws or the public policy of the state.
(3)  Any  act  done  as part of a course of conduct of business in the
solicitation of orders from residents for property, goods  or  services,
to  be  delivered  or rendered within this state to, or on their behalf,
where the orders or contracts are executed by such residents within this
state and where such orders or contracts are accompanied or followed  by
an  earnest  money  desposit  or  other  down payment or any installment
payment thereon or any other form of payment, which  payment  is  either
delivered in or transmitted from the state.
(4)  Any  act done as part of the conduct of a course of business with
residents  which  defrauds  such  residents  or  otherwise  involves  or
promotes  an  attempt by such foreign corporation to circumvent the laws
of this state.
(d) Paragraphs (b), (c), (d)  and  (e)  of  section  307  (Service  of
process  on  unauthorized  foreign  corporation)  shall apply to process
served under paragraph (c).