2006 New York Code - 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).