New York Consolidated Laws

N.Y. Business Corporation Law § 720 (2026)

Action against directors and officers for misconduct

✓ current as of May 2026
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§ 720. Action against directors and officers for misconduct.
  (a) An action may be brought against one or more directors or officers
of a corporation to procure a judgment for the following relief:
  (1) Subject to any provision of the certificate of incorporation
authorized pursuant to paragraph (b) of section 402, to compel the
defendant to account for his official conduct in the following cases:
  (A) The neglect of, or failure to perform, or other violation of his
duties in the management and disposition of corporate assets committed
to his charge.
  (B) The acquisition by himself, transfer to others, loss or waste of
corporate assets due to any neglect of, or failure to perform, or other
violation of his duties.
  (C) In the case of directors or officers of a benefit corporation
organized under article seventeen of this chapter: (i) the failure to
pursue the general public benefit purpose of a benefit corporation or
any specific public benefit set forth in its certificate of
incorporation; (ii) the failure by a benefit corporation to deliver or
post an annual report as required by section seventeen hundred eight of
article seventeen of this chapter; or (iii) the neglect of, or failure
to perform, or other violation of his or her duties or standard of
conduct under article seventeen of this chapter.
  (2) To set aside an unlawful conveyance, assignment or transfer of
corporate assets, where the transferee knew of its unlawfulness.
  (3) To enjoin a proposed unlawful conveyance, assignment or transfer
of corporate assets, where there is sufficient evidence that it will be
made.
  (b) An action may be brought for the relief provided in this section,
and in paragraph (a) of section 719 (Liability of directors in certain
cases) by a corporation, or a receiver, trustee in bankruptcy, officer,
director or judgment creditor thereof, or, under section 626
(Shareholders' derivative action brought in the right of the corporation
to procure a judgment in its favor), by a shareholder, voting trust
certificate holder, or the owner of a beneficial interest in shares
thereof.
  (c) This section shall not affect any liability otherwise imposed by
law upon any director or officer.
Notes of Decisions
Cited in 76 cases (4 in the last 5 years), 1976–2026 · leading case: People v. Grasso, 54 A.D.3d 180 (N.Y. App. Div. 2008).
People v. Grasso, 54 A.D.3d 180 (N.Y. App. Div. 2008). · cites it 4× “6 Thus, although N-PCL 720 (b) otherwise mirrors Business Corporation Law § 720 (b), the Attorney General of course is not authorized by the latter to bring an action of any kind on behalf of a for-profit corporation against an officer or director for misconduct causing injury…”
JSC Foreign Econ. Ass'n Technostroyex-Port v. Int'l Dev. & Trade Servs., Inc., 295 F. Supp. 2d 366 (S.D.N.Y. 2003). · cites it 2× “) The eighth and ninth claims for relief are brought under New York’s Business Corporation Law § 720, and they assert breach of fiduciary duty claims against Reich and Jossem in their roles as officer and director, respectively, of IDTS.”
Reyes v. Sequeira, 64 A.D.3d 500 (N.Y. App. Div. 2009). · cites it 4× “In September 2003 plaintiff commenced this action against defendant and the two dissolved corporations asserting causes of action to recover damages for fraud, breach of fiduciary duty and under Business Corporation Law § 720. Plaintiff also seeks an accounting from defendant…”
GAF Corp. v. Werner, 485 N.E.2d 977 (NY 1985). · cites it 4× “Under the Federal Arbitration Act it is not a basis for stay of arbitration that the arbitrator may be called upon to consider issues of waste and overreaching on the part of a corporate officer that are also involved in an action under Business Corporation Law § 720 brought by…”
Planned Consum. Mktg., Inc. v. Coats & Clark, Inc., 9 Employee Benefits Cas. (BNA) 1796 (NY 1988). · cites it 3× “The sixth cause of action claims that Edwin Lee, as director and officer of PCM, violated the Business Corporation Law by wrongfully distributing corporate assets.”
John Coleman v. Golkin, Bomback & Co., Inc., a Corp. & Saul Golkin, 562 F.2d 166 (2d Cir. 1977). · cites it 3× “The district court held that Coleman had no standing to sue under N.Y. Business Corporation Law § 720 (McKinney 1963).”
Amfesco Indus., Inc. v. Greenblatt, 172 A.D.2d 261 (N.Y. App. Div. 1991). · cites it 2× “, instituted this action on behalf of the bankrupt corporation, seeking to compel defendants, the directors of the corporation, to account for their purported waste and mismanagement of corporate assets pursuant to Business Corporation Law § 720. The amended complaint alleged…”
Hart v. Tri-State Consum., Inc., 18 A.D.3d 610 (N.Y. App. Div. 2005). · cites it 2× “In an action, inter alia, pursuant to Business Corporation Law § 720 to compel the defendant Penny Fern Hart to account for her alleged misconduct in the management of the defendant *611 Tri-State Consumer, Inc.”
Barbour v. Knecht, 296 A.D.2d 218 (N.Y. App. Div. 2002). “The first and second, brought individually, allege tortious interference with contract against all the defendants; the third, brought individually, alleges breach of fiduciary duty under Business Corporation Law § 717 against the individual defendants only; the fourth, brought…”
Andrew Greenberg, Inc. v. Svane, Inc., 36 A.D.3d 1094 (N.Y. App. Div. 2007). “Claims to recover corporate assets, such as those for fraudulent conveyance or diversion of assets by officers to their own enrichment are derivative claims (see Business Corporation Law § 720; Abrams v Donati, supra at 953 ), as are claims that turn on piercing the corporate…”
Pirrone v. Toboroff (In Re Vaniman Int'l, Inc.), 22 B.R. 166 (Bankr. E.D.N.Y. 1982). “The bankruptcy trustee may not recover under § 541(a)(1) of the Bankruptcy Code and New York’s Business Corporation Law § 720(b) for the plaintiffs’ breach of their fiduciary duty to the debtor corporation by reason of the payments made indirectly to an employee of the Ford…”
Town of Amherst v. Hilger, 106 A.D.3d 120 (N.Y. App. Div. 2013). · cites it 2× “” An action against an officer for misconduct, however, is circumscribed by Business Corporation Law § 720, which limits the relief available in such an action to an accounting (see § 720 [a] [1]), the setting aside of an unlawful conveyance, assignment or transfer of corporate…”
— N.Y. Business Corporation Law § 720(a)(1) — 1 case
Valyrakis v. 346 W. 48th St. Hous. Dev. Fund Corp., 2018 NY Slip Op 3098 (N.Y. App. Div. 2018).
— N.Y. Business Corporation Law § 720(a)(2) — 1 case
Lee v. Chun Ka Luk, 2026 NY Slip Op 02337 (N.Y. App. Div. 2026).
— N.Y. Business Corporation Law § 720(b) — 2 cases
Pirrone v. Toboroff (In Re Vaniman Int'l, Inc.), 22 B.R. 166 (Bankr. E.D.N.Y. 1982). “The bankruptcy trustee may not recover under § 541(a)(1) of the Bankruptcy Code and New York’s Business Corporation Law § 720(b) for the plaintiffs’ breach of their fiduciary duty to the debtor corporation by reason of the payments made indirectly to an employee of the Ford…”
J-K Apparel Sales Co., Inc. v. Jacobs, 2020 NY Slip Op 07360 (N.Y. App. Div. 2020).
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