27 Cited authorities

Aronson v. Lewis
473 A.2d 805 (Del. 1984) Cited 1,584 times 64 Legal Analyses
Holding that plaintiff must demonstrate that directors were beholden to controlling person
Beam v. Stewart
845 A.2d 1040 (Del. 2004) Cited 475 times 11 Legal Analyses
Holding that Martha Stewart's 94% interest in the corporation whose board she chaired was insufficient to excuse demand because " stockholder's control of a corporation does not excuse presuit demand on the board without particularized allegations of relationships between the directors and the controlling stockholder demonstrating that the directors are beholden to the stockholder."
Godfrey v. Spano
2009 N.Y. Slip Op. 8474 (N.Y. 2009) Cited 370 times
Holding that executive orders directing county and state civil services to recognize out of state same sex marriages were lawful; concurrence would have applied recognition of marriage doctrine to same-sex marriages that are valid where performed
40 West 67th Street Corp. v. Pullman
100 N.Y.2d 147 (N.Y. 2003) Cited 263 times 1 Legal Analyses
Finding that "relationships among shareholders in cooperatives are sufficiently distinct from traditional landlord-tenant relationships" and that courts should not look behind proper board votes
Auerbach v. Bennett
47 N.Y.2d 619 (N.Y. 1979) Cited 536 times 14 Legal Analyses
Finding that "committee promptly engaged eminent special counsel to guide its deliberations and to advise it"
Sud v. Sud
211 A.D.2d 423 (N.Y. App. Div. 1995) Cited 320 times
Finding contract claim "too vague and indefinite, and therefore unenforceable, for plaintiff's failure to allege, in nonconclusory language, as required, the essential terms of the parties' purported contract, including . . . the amount of financial support which defendant. . . [was] required to provide or the length of time during which that support had to be provided."
Kahn v. M&F Worldwide Corp.
88 A.3d 635 (Del. 2014) Cited 156 times 100 Legal Analyses
Holding that the business judgment standard of review governs squeeze-out mergers between a controlling stockholder and its subsidiary only where the merger is "conditioned ab initio upon both the approval of an independent, adequately-empowered Special Committee that fulfills its duty of care; and the uncoerced, informed vote of a majority of minority stockholders."
Marx v. Akers
88 N.Y.2d 189 (N.Y. 1996) Cited 257 times 5 Legal Analyses
Holding that demand requirement is excused when majority of board is interested in challenged transaction, board members did not inform themselves about transaction, and challenged transaction is "so egregious on its face that it could not have been the product of sound business judgment"
In re MFW S'holders Litig.
67 A.3d 496 (Del. Ch. 2013) Cited 101 times 18 Legal Analyses
Finding connection between current tenured professor and member of Board of Visitors insufficient to create genuine issue of fact regarding professor's independence
Wilhelmina Models, Inc. v. Fleisher
19 A.D.3d 267 (N.Y. App. Div. 2005) Cited 123 times
Dismissing the malicious prosecution claim where plaintiff could not identify any individuals who terminated their business relationships because of the prior action
Section 5501 - Scope of review
N.Y. CPLR 5501 Cited 7,193 times 2 Legal Analyses
Stating that the “shocks the conscience” standard “was relaxed in 1986 in tort actions, including the common personal injury and wrongful death actions in which additur and remittitur are most often seen”

In the Matter of Kenneth Cole Productions, Inc., Shareholder Litigation-------------------------------Erie County Employees Retirement System, Appellant,v.Michael J. Blitzer, et al., Respondents, Marlin Equities VII, LLC, Defendant.

27 Cited authorities

Holding that plaintiff must demonstrate that directors were beholden to controlling person

Holding that executive orders directing county and state civil services to recognize out of state same sex marriages were lawful; concurrence would have applied recognition of marriage doctrine to same-sex marriages that are valid where performed

Finding that "relationships among shareholders in cooperatives are sufficiently distinct from traditional landlord-tenant relationships" and that courts should not look behind proper board votes

Finding that "committee promptly engaged eminent special counsel to guide its deliberations and to advise it"

Holding that demand requirement is excused when majority of board is interested in challenged transaction, board members did not inform themselves about transaction, and challenged transaction is "so egregious on its face that it could not have been the product of sound business judgment"

Finding connection between current tenured professor and member of Board of Visitors insufficient to create genuine issue of fact regarding professor's independence

Dismissing the malicious prosecution claim where plaintiff could not identify any individuals who terminated their business relationships because of the prior action

Stating that the “shocks the conscience” standard “was relaxed in 1986 in tort actions, including the common personal injury and wrongful death actions in which additur and remittitur are most often seen”