party with knowledge that the firm would continue to represent its primary client’s interests thereafter. See Laborers Local 1298 Annuity Fund v. Grass (In re Rite Aid Corp. Sec. Litig.), 139 F.Supp.2d 649, 659 (E.D.Pa.2001) (“We also observe that Allegaert’s discussion of a ‘primary’ client relationship implicitly involves an assessment of where counsel’s loyalty should lie.” (citations omitted)); Exterior Sys., Inc. v. Noble Composites, Inc., 175 F.Supp.2d 1112, 1122 (N.D.Ind.2001) (“The fact that [the former majority shareholder, chairman of the board of directors, and chief executive officer of the corporation] and [the corporation] always shared confidences does not adequately address an attorney’s duty of loyalty.”); Koch v. Koch Indus., 798 F.Supp. 1525, 1535-36 (D.Kan.1992) (<HOLDING>). Proskauer also cites to Neiman v. Local 144,
holding that after the sale of stock former shareholders have no standing to file a claim against the corporation holding that corporation and sole owner of corporation were separate legal entities and corporation was not party to contract signed by owner in individual capacity holding that even assuming that the court recognized the allegaert exception that it would not apply where a firm that previously represented a corporation then represented a former director and officer of the corporation against the corporation because the duty of loyalty that the firm owes the corporation would go unprotected where the firm switches sides against its former client holding that claims of corporation vest in corporation holding that an officer or director generally owes a fiduciary duty only to the corporation over which he exercises management authority and any breach of fiduciary duty claims arising out of injuries to the corporation in most cases may only be brought by the corporation itself or derivatively on its behalf