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
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 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 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.”
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"
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”