§Why CasetextPricing

Broadbased Equities v. Olsen et al

MOTION to dismiss the Complaint and Incorporated Memorandum of Law

15 Cited authorities

  1. Ashcroft v. Iqbal

    556 U.S. 662 (2009)   Cited 263,477 times   281 Legal Analyses
    Holding court need not credit "mere conclusory statements" in complaint

  2. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 276,716 times   369 Legal Analyses
    Holding that allegations of conduct that are merely consistent with wrongdoing do not state a claim unless "placed in a context that raises a suggestion of" such wrongdoing

  3. Sinaltrainal v. Coca-Cola Co.

    578 F.3d 1252 (11th Cir. 2009)   Cited 1,189 times   4 Legal Analyses
    Holding that a complaint fails to state a claim unless the well-pled factual allegations of the complaint nudge the claims across the line from conceivable to plausible

  4. Malpiede v. Townson

    780 A.2d 1075 (Del. 2001)   Cited 699 times   4 Legal Analyses
    Holding that although consideration of the corporate charter's indemnification provisions would normally convert a motion to dismiss into a motion for summary judgment, the lower court's failure to do so was not reversible error.

  5. In re General Motors

    897 A.2d 162 (Del. 2006)   Cited 498 times   1 Legal Analyses
    Holding this Court may, when considering a motion to dismiss, take judicial notice of documents not subject to reasonable dispute

  6. Mergens v. Dreyfoos

    166 F.3d 1114 (11th Cir. 1999)   Cited 286 times
    Holding that since all federal claims were dismissed before trial, district court appropriately declined to exercise supplemental jurisdiction over remaining state claim

  7. L.A. Draper Son v. Wheelabrator-Frye, Inc.

    735 F.2d 414 (11th Cir. 1984)   Cited 288 times
    Holding "if the federal claims are dismissed prior to trial, Gibbs strongly encourages or even requires dismissal of the state law claims"

  8. In re Lukens Inc.

    757 A.2d 720 (Del. Ch. 1999)   Cited 147 times   1 Legal Analyses
    Holding that business judgment rule applies rather than Revlon enhanced scrutiny when a merger is approved by a fully informed majority of disinterested stockholders

  9. In re Toys "R" US, Inc.

    877 A.2d 975 (Del. Ch. 2005)   Cited 81 times   5 Legal Analyses
    Holding that a termination fee amounting to 3.75% of the total equity value and 3.25% of the total transaction value, combined with matching rights, are not unreasonable deal protection measures

  10. In re General Motors (Hughes) Shareholder Litigation

    Consolidated C.A. No. 20269 (Del. Ch. May. 4, 2005)   Cited 11 times   1 Legal Analyses
    Upholding this court's jurisdiction over a defendant in relation to a merger, because the "filing of the Certificate of Merger was . . . a necessary act in Delaware to achieve the purpose of the Merger Agreement"

  11. Rule 12 - Defenses and Objections: When and How Presented; Motion for Judgment on the Pleadings; Consolidating Motions; Waiving Defenses; Pretrial Hearing

    Fed. R. Civ. P. 12   Cited 357,835 times   950 Legal Analyses
    Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss

  12. Rule 8 - General Rules of Pleading

    Fed. R. Civ. P. 8   Cited 162,084 times   197 Legal Analyses
    Holding that "[e]very defense to a claim for relief in any pleading must be asserted in the responsive pleading. . . ."

  13. Section 1367 - Supplemental jurisdiction

    28 U.S.C. § 1367   Cited 64,200 times   79 Legal Analyses
    Holding that in civil actions proceeding in federal court based solely on diversity jurisdiction under 28 U.S.C. § 1332, the district court "shall not have supplemental jurisdiction" over "claims by plaintiffs against persons made parties under Rule . . . 24" or "over claims by persons . . seeking to intervene as plaintiffs under Rule 24," if "exercising supplemental jurisdiction over such claims would be inconsistent with the jurisdictional requirements of section 1332"

  14. Section 78u-4 - Private securities litigation

    15 U.S.C. § 78u-4   Cited 7,663 times   52 Legal Analyses
    Granting courts authority to permit discovery if necessary "to preserve evidence or to prevent undue prejudice to" a party

  15. Section 240.14a-9 - False or misleading statements

    17 C.F.R. § 240.14a-9   Cited 614 times   7 Legal Analyses
    Stating that a proxy statement shall not "contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading"