The following e-filed documents, listed by NYSCEF document number (Motion 006) 148, 149, 150, 151, 152, 153, 168, 191, 192, 193, 194, 195, 196, 197, 198, 199, 200, 201, 202, 203, 204, 205, 206, 207, 208, 209, 210, 234, 235, 236, 237, 238, 239, 240, 241, 242, 243, 244, 245, 246, 247, 248, 249, 250, 251, 252, 253, 254, 255, 256, 257, 260, 261, 262, 263, 264, 265, 266, 267, 268, 269, 468, 471, 472, 473, 474 were read on this motion to/for AMEND CAPTION/PLEADINGS. The following e-filed documents, listed by NYSCEF document number (Motion 007) 173, 174, 175, 176, 177, 178, 179, 180, 181, 182, 183, 184, 185, 186, 187, 188, 189, 190, 258, 273, 274, 275, 276, 277, 278, 279, 280, 281, 300 were read on this motion to/for DISMISS. The following e-filed documents, listed by NYSCEF document number (Motion 008) 211, 212, 213, 214, 215, 216, 217, 218, 219, 220, 221, 222, 223, 224, 225, 226, 227, 228, 229, 230, 231, 232, 233, 259, 282, 283, 284, 285, 286, 287, 288, 289, 290, 299 were read on this motion to/for DISMISS. DECISION ORDER ON MOTION Plaintiff F. Frederic Fouad moves for leave to file a second amended complaint (motion sequence number 006). Defendants Elliott Greenleaf P.C. and Jarad W. Handelman (motion sequence 007) and defendants The Milton Hershey School (incorrectly named as “The Milton Hershey School and School Trust”), Peter Gurt, Ralph Carfagno, Robert Heist, Velma Redmond, David Saltzman, James Katzman, James Brown, M. Diane Koken, James M. Mead, Melissa L. Peeples-Fullmore, Jan Loeffler Bergen, and Andrew Cline move to dismiss the complaint dated September 17, 2018 (the operative complaint) (motion sequence 008). In his amended complaint, plaintiff seeks to amend its causes of action and add as parties the Hershey Trust Company (the Trust), in order to correct the naming mistake that was made in the earlier filed complaint, as well as Navada Hatfield. Hatfield has not responded to plaintiff’s motion. The individual defendants in motion sequence number 008 are on the board of the Milton Hershey School (the School) and on the board of the Trust. Gurt, Carfagno, and Cline are also School employees. Defendants in motion sequence 007, Elliott Greenleaf P.C. and Jarad W. Handelman are, respectively, a Pennsylvania law firm, and a lawyer and shareholder in the firm (together, the EG defendants). Jarad W. Handelman is a member of the boards. Since 2016, the EG defendants have acted as counsel for the School and the Trust in multiple proceedings. I. Background The proposed second amended complaint alleges the following. The School provides residential care and education for children in grades K through 12 in its single Hershey, PA location. The Trust funds the School and manages its charitable trust assets. The School and the Trust are part of the same 501 (c) (3) structure, each having its own board of managers/directors. The boards are mirror images of each other. Thus, the same individuals are responsible for management and fiduciary oversight of both the School and the Trust. Plaintiff alleges that this structure facilitates defendants’ failure to do what is right for the children at the School. He avers that although the Trust boasts assets of $17 billion, the School and the Trust waste hundreds of millions of dollars of trust assets, engage in practices that harm the children at the School, and enable a culture of self-enrichment antithetical to the fiduciary obligations of operating a charity for society’s most vulnerable children. Plaintiff is a graduate of the School, a New York attorney, and a pro bono child welfare advocate who has spent over 20 years working for reforms at the School. School alumni formed the Milton Hershey School Alumni Association (MHSAA) to advocate for the interests of the School’s students. Plaintiff joined the association in 1999 and provided it with pro bono legal assistance focused on governance of the School. In 2006, alumni formed “Protect The Hershey’s Children, Inc.” (PHC) to continue reform advocacy. Plaintiff joined the PHC board in 2008. Plaintiff contends that the reforms sought by alumni threaten the entrenched culture of self-enrichment perpetuated by the School’s senior leadership, and that defendants are intent on shutting down the alumni reform advocacy group because it threatens their lucrative status quo. Each board member makes at least $1.1 million for his/her part-time Board work, a pay structure “virtually unheard of in the nonprofit world” (NYSCEF, 150, SAC, 28). Rather than remedy policies and practices that endanger the children, School leadership has directed its resources to implement a broad and enduring conspiracy against plaintiff. Plaintiff alleges that defendants have engaged in a systematic 20-year campaign to harass, intimidate, coerce, and silence him for advocating reform. He contends that they have engaged in a “brazen, deliberate, malicious, and well-funded conspiracy with a common plan and design, approved at the board level and ratified by each successive board, escalating in recent years to include: use of a malicious professionally designed media plan with repetitive disinformation tactics extending to powerful social media platforms to encourage, orchestrate, and incite harassment, threats, cyber-bullying, cyber-mob attacks, and relentless emotional harm; publication of Plaintiff’s address and private contact information (“doxing”) to increase the ferocity of the campaign’s threats, intimidation, coercion, and distress; multiple acts of stalking, coercion, and two separate criminal break-ins at Plaintiff’s Manhattan apartment in 2020 (one successful and where confidential information was accessed and photographed for later extortionate and other improper use and the entire apartment was ransacked); abusing process across multiple legal proceedings since 2017, including in this one, primarily for improper collateral purposes of malicious harassment, intimidation, coercion, and threats of pursuing meritless litigation against Plaintiff; suborning perjury to further their attacks, including to caste Plaintiff in a false light as purportedly: (i) unethical in his professional acts as pro bono counsel; and (ii) purportedly soliciting Hatfield as a minor (Plaintiff has never even met Hatfield); and banning Plaintiff without cause or justification and solely for malicious purposes from the School campus and school alumni events in New York and thereby effectively shunning him within the alumni community and depriving him of life membership rights in an alumni organization” (NYSCEF 150, Second Amended Complaint, 5). Allegedly, defendants have taken hundreds of separate acts in person or through an agent to injure and silence plaintiff and each defendant has worked in concert with the others. The Second Amended Complaint further alleges that Hatfield, at defendants’ instigation, harassed and stalked plaintiff and broke into plaintiff’s New York apartment in December 2020 (NYSCEF 150,
55-58; SAC
