The enantioselective functionalization of allylic positions has attracted the attention of organic chemists owing to the broad synthetic potential of the product, functionalized enantio-enriched alkenes.[1] Transition-metal-catalyzed asymmetric allylic alkylation is the most developed strategy in allylic transformations and its popularity is due to its tolerance to a variety of functional groups and its flexibility in diverse bond constructions.[2] However, the conspicuous drawbacks of transition-metal-catalyzed allylic alkylation include the use of toxic and expensive metals and the generation of a stoichiometric amount of waste, the leaving group. To avoid using transition metals, other strategies with chiral allylsilanes, allylboronates, and allylboranes were also developed.[3] Recent improvements include the use of chiral BINOL-derived diols to catalyze the highly enantioselective asymmetric allylboration of ketones.[4] In addition, Lewis acidic indium complexes with low toxicity were found to be efficient catalysts for the asymmetric CÀC bond formations between hydrazones and allyl boronates. [5] Recently, direct allylation reactions using all carbon allylic nucleophiles have attracted considerable attention. For example, the direct asymmetric addition of allyl cyanides or b,g-unsaturated esters to different electrophiles was successful using soft Lewis acid/hard Brønsted base cooperative catalysts.[6] Alternatively, organocatalytic approaches were investigated for the g-functionalization of a,b-unsaturated carbonyl compounds. [7] Addition of alkylidene cyanoacetates to acrolein was reported that utilized cinchona alkaloids as chiral bases.[8] Carbonyl allylation of methyl trifluoropyruvate with activated alkenes by non-chiral organobases was also described.[9] For the above-mentioned examples, strong electron-withdrawing groups were required to activate the olefin to enhance the acidity of the allylic protons. The resulting regioselectivity for either a-or g-addition, depends on the combination of substrates and the catalyst used.Previously, we have successfully demonstrated that N-aryl methylidene-succinimides (N-aryl itaconimides) were good electrophiles in enantioselective protonation reactions.[10] In the transformation, we observed that isomerization of the alkene moiety in these methylidene-succinimides could occur and led to the thermodynamically more stable maleimide derivatives under basic conditions (Figure 1) 2010, 16, 12534 -12537 12534 hypothesized that the a-protons of these methylidene-succinimides were acidic enough to be activated by an organobase. To support this hypothesis, a deuteration-isomerization experiment was designed. A 1:1 mixture of N-(3,5-difluorophenyl)methylidene-succinimide (1 a) and triethylamine was monitored in a solvent mixture of CDCl 3 /D 2 O (3:1) by NMR spectroscopy. Results indicated that both the a-protons and g-protons in methylidene-succinimide 1 a were deuterated under these basic conditions. Further analysis of the isomerization process revealed the existe...