The suit was filed this week in New York City. It seeks class-action status for the owners of about 2,800 shares in the building. They were sold privately in 1961.
Operating owners Peter Malkin and his son Anthony spearheaded a public offering plan that combined the skyscraper with 11 other office buildings.
The suit says the Malkins spurned more lucrative private offers for the Empire State Building alone because the public offering was more profitable for them - but not for the other stakeholders.
Their Empire State Realty Trust says the claims are "wholly without merit."