Brehm v. Eisner

Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery

Stone v. Ritter

Holding that to plead that directors faced a substantial likelihood of liability for failure to act, plaintiffs must allege with particularity facts "suggesting a conscious decision to take no action in response to red flags" of wrongdoing within the company

In re Walt Disney Co. Derivative Litigation

Holding bad faith to be a “category of fiduciary conduct, which falls in between the first two categories of conduct motivated by subjective bad intent and conduct resulting from gross negligence” and that bad faith could be found “where the fiduciary acts with a purpose other than that of advancing the best interests of the corporation.”

In re Citigroup Inc. Shareholder

Holding the Rales test applies "to show demand futility where the subject of the derivative suit is not a business decision of the board"

IN RE CAREMARK INTERN. INC. DERIV. LIT

Holding that a board of directors violates the duty of good faith by a “sustained or systematic failure ... to exercise reasonable oversight”

Cede & Co. v. Technicolor, Inc.

Holding that the duty of care requires directors to act on an informed basis

Guttman v. Huang

Holding the Rales test applied because the allegations "do not attack a specific business judgment of the board"

Trenwick America Lit. v. Ernst Young

Holding that "if there was a breach of fiduciary duty by conduct [of the parent's directors], the proper defendant is the parent itself, as the parent corporation, not the directors of [the parent]."

Wood v. Baum

Holding "that membership on the Audit Committee is a sufficient basis to infer the requisite scienter . . . is contrary to well-settled Delaware law."

Nacepf v. Gheewalla

Holding "that individual creditors of an insolvent corporation have no right to assert direct claims for breach of fiduciary duty against corporate directors," but "[c]reditors may nonetheless protect their interest by bringing derivative claims on behalf of the insolvent corporation"

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

Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss

Rule 8 - General Rules of Pleading

Holding that "[e]very defense to a claim for relief in any pleading must be asserted in the responsive pleading. . . ."

Rule 15 - Amended and Supplemental Pleadings

Finding that, per N.Y. C.P.L.R. § 1024, New York law provides a more forgiving principle for relation back in the context of naming John Doe defendants described with particularity in the complaint

Rule 9 - Pleading Special Matters

Permitting "[m]alice, intent, knowledge, and other conditions of a person's mind [to] be alleged generally"

Section 108 - Extension of time

Granting to "the trustee" a two-year extension from the date of the order for relief of the debtor's time to commence an action

Section 141 - Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal

Permitting action without a meeting if the board consents

Section 102 - Contents of certificate of incorporation

Authorizing such waivers

Section 607.1505 - Effect of a certificate of authority

Section 668.166 - Excess cash