Barclays & Bayer Derivative Litigation — New York Court of Appeals (Decision May 27 2025)
New York’s highest court affirmed dismissals of shareholder‑derivative suits against Barclays PLC and Bayer AG, holding that the internal‑affairs doctrine bars such actions unless plaintiffs have standing under the companies’ home‑country laws.
Takeaways
- Reinforces that New York will not become a magnet forum for derivative suits against non‑U.S. issuers.
- Provides comfort to multinational boards concerned about duplicative litigation across jurisdictions.
Practical Impact
Plaintiffs will likely pivot to direct‑action theories (e.g., securities‑fraud claims) or to filing in foreign venues—moves that carry different pleading burdens and discovery rules.
