31 Cited authorities

  1. Aronson v. Lewis

    473 A.2d 805 (Del. 1984)   Cited 1,457 times   52 Legal Analyses
    Holding that plaintiff must demonstrate that directors were beholden to controlling person
  2. Beam v. Stewart

    845 A.2d 1040 (Del. 2004)   Cited 404 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."
  3. Weinberger v. UOP, Inc.

    457 A.2d 701 (Del. 1983)   Cited 671 times   14 Legal Analyses
    Holding that officers of parent corporation faced conflict of interest when acting as subsidiary directors regarding transaction with parent because officers were dual fiduciaries at the time of the transaction
  4. Caniglia v. Chicago Tribune-New York News Syndicate Inc.

    204 A.D.2d 233 (N.Y. App. Div. 1994)   Cited 324 times
    Determining that conclusory allegations need not be given deference
  5. Auerbach v. Bennett

    47 N.Y.2d 619 (N.Y. 1979)   Cited 497 times   10 Legal Analyses
    Finding that "committee promptly engaged eminent special counsel to guide its deliberations and to advise it"
  6. Godfrey v. Spano

    2009 N.Y. Slip Op. 8474 (N.Y. 2009)   Cited 198 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
  7. 40 West 67th Street Corp. v. Pullman

    100 N.Y.2d 147 (N.Y. 2003)   Cited 216 times
    In Pullman, a cooperative sought to recover possession fromPullman, a shareholder-tenant who engaged in objectionable conduct that eventually led to the termination of his tenancy.
  8. Sud v. Sud

    211 A.D.2d 423 (N.Y. App. Div. 1995)   Cited 267 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."
  9. Marx v. Akers

    88 N.Y.2d 189 (N.Y. 1996)   Cited 222 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"
  10. Kahn v. M&F Worldwide Corp.

    88 A.3d 635 (Del. 2014)   Cited 97 times   80 Legal Analyses
    Holding that breach of fiduciary duty claims arising out of a squeeze-out merger conditioned from the outset upon both the negotiation and approval of a fully empowered independent special committee of the board and the uncoerced, fully informed vote of a majority of the minority stockholders in support of the transaction will be reviewed under the business judgment rule
  11. Section 5501 - Scope of review

    N.Y. C.P.L.R. § 5501   Cited 6,999 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”