Schmidt v. Magnetic Head, 101 AD 2d 268 - NY: Appellate Div., 2nd Dept. 1984

"The `disqualification of an attorney is a matter which rests within the sound discretion of the court and will not be overturned absent a showing of abuse

The demand requirement is excused where the board itself is accused of patent breach of its fiduciary duties and its members are named as defendant parties.

"The basis of a disqualification motion is an allegation of a breach of a fiduciary duty owed by an attorney to a current or former client."

Therefore, the party seeking disqualification of an opposing party's counsel must present sufficient proof supporting that determination

As the Court of Appeals has observed, "with rare and conditional exceptions, the lawyer may not place himself in a position where a conflicting interest may, even inadvertently, affect, or give the appearance of affecting, the obligations of the professional relationship

Northeast Inc.'s interests are not adverse to those of the other defendants; Northeast Community Bancorp, MHC, and the directors have not asserted any counterclaims against plaintiff, and Northeast Inc. has not asserted any cross claims against them

—disqualification of lawyer who acquired property interest in litigation by accepting nomination or designation on client's board of directors

Therefore, Agulnick & Gogel LLC cannot commence a purported shareholder derivative suit on behalf of an individual shareholder where the interests of that shareholder and adverse to the interests of the remaining shareholders

Corporate directors and officers are fiduciaries bound by duties of loyalty and good faith and fair dealing