§Why CasetextPricing

Clingman & Hanger Management Associates, LLC, as Trustee v. Knobel et al

RESPONSE in Opposition re MOTION to Dismiss 1 Complaint, , 33 MOTION to Dismiss 1 Complaint

56 Cited authorities

  1. Ashcroft v. Iqbal

    556 U.S. 662 (2009)   Cited 252,544 times   279 Legal Analyses
    Holding that a claim is plausible where a plaintiff's allegations enable the court to draw a "reasonable inference" the defendant is liable

  2. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 266,461 times   365 Legal Analyses
    Holding that a complaint's allegations should "contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face' "

  3. Brehm v. Eisner

    26 Del. 3 (Del. 2000)   Cited 1,142 times   17 Legal Analyses
    Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery

  4. Aronson v. Lewis

    473 A.2d 805 (Del. 1984)   Cited 1,586 times   64 Legal Analyses
    Holding that plaintiff must demonstrate that directors were beholden to controlling person

  5. Ziemba v. Cascade Intern., Inc.

    256 F.3d 1194 (11th Cir. 2001)   Cited 751 times   2 Legal Analyses
    Holding that Rule 9(b) satisfied if "complaint sets forth precisely what statements were made in what documents or oral representations or what omissions were made, and the time and place of each statement and the person responsible for making it, . . . the content of such statements and the manner in which they misled plaintiffs, and what defendants obtained as a consequence of the fraud"

  6. Stone v. Ritter

    911 A.2d 362 (Del. 2006)   Cited 530 times   48 Legal Analyses
    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

  7. In re Walt Disney Co. Derivative Litigation

    906 A.2d 27 (Del. 2006)   Cited 536 times   5 Legal Analyses
    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.”

  8. In re Citigroup Inc. Shareholder

    964 A.2d 106 (Del. Ch. 2009)   Cited 363 times   8 Legal Analyses
    Holding the Rales test applies "to show demand futility where the subject of the derivative suit is not a business decision of the board"

  9. IN RE CAREMARK INTERN. INC. DERIV. LIT

    698 A.2d 959 (Del. Ch. 1996)   Cited 518 times   139 Legal Analyses
    Holding that a board of directors violates the duty of good faith by a “sustained or systematic failure ... to exercise reasonable oversight”

  10. Cede & Co. v. Technicolor, Inc.

    634 A.2d 345 (Del. 1993)   Cited 532 times   10 Legal Analyses
    Holding that the duty of care requires directors to act on an informed basis

  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 345,715 times   922 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 156,116 times   193 Legal Analyses
    Holding that "[e]very defense to a claim for relief in any pleading must be asserted in the responsive pleading. . . ."

  13. Rule 15 - Amended and Supplemental Pleadings

    Fed. R. Civ. P. 15   Cited 90,478 times   91 Legal Analyses
    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

  14. Rule 9 - Pleading Special Matters

    Fed. R. Civ. P. 9   Cited 38,911 times   316 Legal Analyses
    Permitting "[m]alice, intent, knowledge, and other conditions of a person's mind [to] be alleged generally"

  15. Section 1123 - Contents of plan

    11 U.S.C. § 1123   Cited 1,842 times   46 Legal Analyses
    Recognizing that a Chapter 11 plan may "provide for the sale of all or substantially all of the property of the estate, and the distribution of the proceeds of such sale" to creditors

  16. Section 102 - Contents of certificate of incorporation

    Del. Code tit. 8 § 102   Cited 585 times   57 Legal Analyses
    Authorizing such waivers

  17. Section 668.162 - Requesting funds

    34 C.F.R. § 668.162   Cited 6 times

    (a)General. The Secretary has sole discretion to determine the method under which the Secretary provides title IV, HEA program funds to an institution. In accordance with procedures established by the Secretary, the Secretary may provide funds to an institution under the advance payment method, reimbursement payment method, or heightened cash monitoring payment method. (b)Advance payment method. (1) Under the advance payment method, an institution submits a request for funds to the Secretary. The

  18. Section 668.166 - Excess cash

    34 C.F.R. § 668.166   Cited 1 times

    (a)General. The Secretary considers excess cash to be any amount of title IV, HEA program funds, other than Federal Perkins Loan program funds, that an institution does not disburse to students by the end of the third business day following the date the institution- (1) Received those funds from the Secretary; or (2) Deposited or transferred to its depository account previously disbursed title IV, HEA program funds, such as those resulting from award adjustments, recoveries, or cancellations. (b)Excess