32 Cited authorities

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
Brehm v. Eisner
26 Del. 3 (Del. 2000) Cited 1,162 times 18 Legal Analyses
Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery
Pension Benefit Guar. Corp. v. Morgan Stanley Inv. Mgmt. Inc.
712 F.3d 705 (2d Cir. 2013) Cited 665 times 4 Legal Analyses
Holding that although failure to diversify may give rise to a claim for breach of fiduciary duty, plaintiff failed to state a claim on the facts alleged
Aronson v. Lewis
473 A.2d 805 (Del. 1984) Cited 1,604 times 64 Legal Analyses
Holding that plaintiff must demonstrate that directors were beholden to controlling person
Tooley v. Donaldson, Lufkin, Jenrette
845 A.2d 1031 (Del. 2004) Cited 685 times 42 Legal Analyses
Holding that a corporate stockholder who brings a direct action “must demonstratethat the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation”
Rales v. Blasband
634 A.2d 927 (Del. 1993) Cited 904 times 37 Legal Analyses
Holding that three of eight directors were interested parties and that the amended complaint raised a reasonable doubt as to the independence of two remaining directors, making demand futile
In re Walt Disney Co. Derivative Litigation
906 A.2d 27 (Del. 2006) Cited 552 times 6 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.”
Grobow v. Perot
539 A.2d 180 (Del. 1988) Cited 399 times 4 Legal Analyses
Holding that demand was not excused where plaintiff "only aver[red] . . . that all GM's directors are paid for their services as directors"
In re American Intern. Group, Inc.
965 A.2d 763 (Del. Ch. 2009) Cited 209 times 3 Legal Analyses
Holding that the adverse interest test is directed at insiders who are "essentially stealing from the corporation as opposed to engaging in improper acts that, even if also self-interested, have the effect of benefiting the corporation financially"
Grimes v. Donald
673 A.2d 1207 (Del. 1996) Cited 286 times 2 Legal Analyses
Holding that a plaintiff must "allege with particularity why the stockholder was justified in not having made the effort to obtain board action"
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
Rule 23.1 - Derivative Actions
Fed. R. Civ. P. 23.1 Cited 1,979 times 29 Legal Analyses
Requiring only that the plaintiff allege demand futility "with particularity"
Section 626 - Shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor
N.Y. Bus. Corp. Law § 626 Cited 502 times 2 Legal Analyses
Stating that a plaintiff must be “a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains”

F5 Capital v. Petros Pappas et al

32 Cited authorities

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

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

Holding that although failure to diversify may give rise to a claim for breach of fiduciary duty, plaintiff failed to state a claim on the facts alleged

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

Holding that a corporate stockholder who brings a direct action “must demonstratethat the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation”

Holding that three of eight directors were interested parties and that the amended complaint raised a reasonable doubt as to the independence of two remaining directors, making demand futile

Holding that demand was not excused where plaintiff "only aver[red] . . . that all GM's directors are paid for their services as directors"

Holding that the adverse interest test is directed at insiders who are "essentially stealing from the corporation as opposed to engaging in improper acts that, even if also self-interested, have the effect of benefiting the corporation financially"

Holding that a plaintiff must "allege with particularity why the stockholder was justified in not having made the effort to obtain board action"

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

Requiring only that the plaintiff allege demand futility "with particularity"

Stating that a plaintiff must be “a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains”