Plaintiffs lack standing to challenge the dismissal of their complaint since they are no longer shareholders in defendant corporation, having tendered their shares for cash in the merger of defendant corporation into another corporation (see, Silverman v. Schwartz, 248 A.D.2d 332, citing Rubenstein v. Catacosinos, 91 A.D.2d 445, 446-447, affd for reasons stated 60 N.Y.2d 890 ). In any event, all of plaintiffs' purported individual and class claims are merely disguised derivative claims (see, Abrams v. Donati, 66 N.Y.2d 951), as to which plaintiffs fail to plead with particularity the reasons why a demand on defendant's board would be futile, and therefore may not be maintained (see, Marx v. Akers, 88 N.Y.2d 189, 198). Plaintiffs' proposed new causes of action in their motion to supplement the complaint fail to state a cause of action, since the challenged proxy statement adequately disclosed the existence and nature of this litigation by way of reference to defendant corporation's Schedule 8-Ks.
THIS CONSTITUTES THE DECISION AND ORDER OF SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.