The following e-filed documents, listed by NYSCEF document number (Motion 006) 66, 67, 68, 69, 70, 71, 72, 80, 81, 82, 83, 84, 85, 86, 87, 88, 89, 90, 91, 92, 93, 94, 95, 96, 97, 98, 99, 118, 119, 120, 121, 122, 123, 124, 125, 126, 127, 128, 129, 130, 131, 132, 133, 134, 135, 136, 137, 138, 139, 140, 141, 142, 143, 144, 145, 146, 147, 148, 149, 150, 151, 152, 258, 264, 271, 278, 279, 280, 282, 283, 284 were read on this motion to/for DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 007) 73, 74, 75, 76, 77, 78, 79, 153, 154, 155, 156, 157, 158, 159, 160, 161, 162, 163, 164, 165, 166, 167, 168, 169, 170, 171, 172, 173, 174, 175, 176, 177, 178, 179, 180, 181, 182, 183, 184, 185, 186, 187, 259, 265, 272 were read on this motion to/for DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 008) 100, 101, 102, 103, 104, 105, 106, 107, 108, 109, 110, 262, 263, 273, 274, 275, 276, 277 were read on this motion to/for DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 009) 111, 112, 113, 188, 189, 190, 191, 192, 193, 194, 195, 196, 197, 198, 199, 200, 201, 202, 203, 204, 205, 206, 207, 208, 209, 210, 211, 212, 213, 214, 215, 216, 217, 218, 219, 220, 221, 222, 260, 266, 270 were read on this motion to/for DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 010) 114, 115, 116, 223, 224, 225, 226, 227, 228, 229, 230, 231, 232, 233, 234, 235, 236, 237, 238, 239, 240, 241, 242, 243, 244, 245, 246, 247, 248, 249, 250, 251, 252, 253, 254, 255, 256, 257, 261, 267, 269 were read on this motion to/for DISMISS. DECISION ORDER ON MOTION Upon the foregoing documents and for the reasons set forth on the record (05/07/2020 and 05/11/20), (i) nominal defendant Renren, Inc.’s (Renren) motion (Mtn. Seq. No. 006) to dismiss pursuant to CPLR 3211(a)(1), (a)(2), (a)(3), (a)(7) and (a)(8) is denied, (ii) David Chao and DCM III, L.P., DCM III-A, L.P., DCM Affiliates Fund III, L.P., and DCM Investment Management III, LLC’s (collectively, the DCM Defendants) motion (Mtn. Seq. No. 007) to dismiss pursuant to CPLR 3211(a)(1), (a)(3) and (a)(8), as well as the Fourteenth Amendment of the U.S. Constitution, is denied, (iii) Duff & Phelps, LLC’s (Duff & Phelps) motion (Mtn. Seq. No. 008) to dismiss pursuant to CPLR 3211(a)(3) and (a)(7) is denied, (iv) Joseph Chen’s motion (Mtn. Seq. No. 009) to dismiss pursuant to CPLR 3211 and the Fourteenth Amendment is denied, and (v) Oak Pacific Investments’ (OPI) motion (Mtn. Seq. No. 010) to dismiss pursuant to CPLR §3211 and the Fourteenth Amendment is denied. I. Background This is a shareholder derivative action brought on behalf of Renren, a Cayman Islands company with its principal place of business in China, about an alleged complex scheme hatched by Renren’s Chief Executive Officer and Chairman of the Board of Directors (the Board), Joseph Chen, and certain other directors and controlling stockholders of Renren to defraud Renren and its minority stockholders out of over $500 million of the true value of their investment by structuring a transaction that effectively forced them to accept an undervalued cash dividend payment unless they qualified as an Eligible Shareholder (hereinafter defined), which almost none of them did. In a nutshell, the plaintiffs allege that Mr. Chen went out and raised a lot of money on the New York Stock Exchange (NYSE) to capitalize on Facebook being banned in China, promised not to make investments that would make his company qualify as an investment company under the Investment Company Act of 1940 (the Investment Company Act), broke the promise, and then when the investments appreciated, tried to go private by making an “offensive and ludicrous” offer so as to “enrich” himself by allocating the benefits of the appreciated assets to himself and certain other controlling shareholders of Renren, including Mr. Chao (Amend. Compl., 7). That offer was rebuked. The plaintiffs further allege that Mr. Chen, undeterred, and rather than up his offer, buy out the minority stockholders directly, purchase Renren’s portfolio outright, sell the assets to a disinterested third party in an arm’s length transaction, or otherwise do a stock spin-off so that all of the shareholders could share equally, and with the assistance of Mr. Chao and certain other controlling shareholders of Renren, structured a transaction through New York where they could loot the company based on a cooked “true value and fairness” opinion from Duff and Phelps with so many caveats that no reasonable Board member should have relied on it, which was approved by an interested Special Committee (hereinafter defined) and ultimately by the Board, which they controlled in any event (id.,
8-10). Specifically, the plaintiffs allege that the tainted transaction involved Renren (i) spinning off its wholly owned subsidiary, OPI (the Separation), which held Renren’s investments in both private and public companies and investment funds, and distributed the shares of the subsidiary to Eligible Shareholders through a private offering (the Private Placement), and (ii) allegedly paid a substantially diminished cash dividend to non-participating shareholders (the Cash Dividend, and together with the Separation and the Private Placement, the Transaction) in a transaction approved by an allegedly interested Special Committee and deliberately structured through New York pursuant to a Deposit Agreement (hereinafter defined). According to the plaintiffs, the “going private” aspect of the transaction was deliberately designed to force out minority shareholders as the spun-off OPI would now be a private company whereby their interests would be much more illiquid and less desirable given Mr. Chen and Mr. Chao’s control of the spun-off OPI, which was only enhanced by the share incentives they allocated to themselves. To wit, the plaintiffs allege claims against (1) Mr. Chen, who is an American citizen with a California driver’s license and who held himself out to the world on his LinkedIn page (discussed infra) as being located in Phoenix, Arizona, having received three higher education degrees in the United States and serving on boards located in California, where he has been associated with, and actively involved in, the graduate school community since 1999, but who now allegedly lives and works in China; (2) David Chao, a former Board member, who lives in California (Messrs. Chao and Chen, together, the Director Defendants); (3) investment funds affiliated with Mr. Chao, i.e., the DCM Defendants, also located in California; (4) OPI, a Cayman Islands company based in China; and (5) Duff & Phelps which, through professionals based in China and Chicago, acted as financial advisor to a special committee (the Special Committee) of the Board in connection with the Transaction. Pursuant to a Stipulation and Order Regarding Bifurcated Briefing (the Stipulation) dated May 1, 2019, the parties stipulated that briefing on the defendants’ motions to dismiss would initially address the threshold issues of whether: (i) service of process upon the individual defendants was sufficient, (ii) the court has personal jurisdiction over certain defendants, and (iii) the plaintiffs have standing under Cayman law to bring suit on behalf of the Company, before addressing any other issues, if necessary (NYSCEF Doc. No. 56). Accordingly, the court will only address these issues here. II. The Relevant Facts and Circumstances Renren was a relatively small social media platform used primarily by college students in China known as Xiaonei or “on campus” in Mandarin (Amend. Compl.,
