liable for breach of the License Agreement are insufficient to state a cause of action. IMG Brands is a wholly-owned subsidiary of IMG Holdings. (Countercl. ¶ 66.) As alleged in the Counterclaims, Zohar II acquired 51% of the stock of IMG Holdings on or about October 17, 2008. (Id. ¶ 69.) Patriarch is the collateral manager of the Zohar Funds. (Id. ¶ 71.) Under New York law, a corporate parent is not automatically liable for the acts of its wholly owned subsidiary, even where the parent and subsidiary corporations have interlocking directorates. See Beck v. CONRAIL, 394 F.Supp.2d 632, 637 (S.D.N.Y.2005); Manchester Equip. Co. v. Am. Way Moving Co., 60 F.Supp.2d 3, 7 (E.D.N.Y.1999); Lorkowski v. J.C. Pitman Co., Inc., 177 A.D.2d 1021, 578 N.Y.S.2d 40 (N.Y.App. Div., 4th Dep’t, 1991) (<HOLDING>); Townley v. Emerson Elec. Co., 178 Misc.2d
holding that whollyowned subsidiary and partnership in which that subsidiary is the general partner may invoke the two dismissals of the subsidiarys parent and claim rule 41a1 res judicata recognizing separate corporate identity of parent despite evidence that parent consolidated its profits and losses with that of its whollyowned subsidiary in presenting parents financial reports to shareholders that subsidiary was considered a division of parent and that subsidiary accounted for 60 of parents and subsidiarys combined operations holding that parent is liable for acts of subsidiary under agency theory only if parent dominates subsidiary parent of whollyowned subsidiary that had seats on board took part in financing and approved major policy decisions was not liable because parent did not have daytoday control holding that parent corporation could not be held liable for any acts of whollyowned subsidiary although boards of directors of the two corporations overlapped in all other respects corporation had not disregarded subsidiarys corporate separateness had not involved itself directly in management of subsidiary and had not otherwise dominated or controlled subsidiary holding parent corporation which controlled litigation on behalf of subsidiary bound by judgment