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Gamoran v. Neuberger Berman LLC et al

MEMORANDUM OF LAW in Support re: 56 MOTION to Dismiss / INDEPENDENT TRUSTEES' NOTICE OF MOTION TO DISMISS PLAINTIFF'S AMENDED VERIFIED DERIVATIVE COMPLAINT.. Document

55 Cited authorities

  1. Ashcroft v. Iqbal

    556 U.S. 662 (2009)   Cited 252,626 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. Chambers v. Time Warner, Inc.

    282 F.3d 147 (2d Cir. 2002)   Cited 6,251 times   5 Legal Analyses
    Holding extrinsic materials were not "integral" to the complaint because the complaint "d[id] not refer to the[m]" and "plaintiffs apparently did not rely on them in drafting it"

  3. ATSI Communications, Inc. v. Shaar Fund, Ltd.

    493 F.3d 87 (2d Cir. 2007)   Cited 3,874 times   6 Legal Analyses
    Holding that deception occurs when "investors are misled to believe that prices at which they purchase and sell securities are determined by the natural interplay of supply and demand, not rigged by manipulators"

  4. Kamen v. Kemper Financial Services, Inc.

    500 U.S. 90 (1991)   Cited 1,204 times   5 Legal Analyses
    Holding that while Federal Rule of Civil Procedure 23.1 establishes procedural requirements concerning the "adequacy of the shareholder representative's pleadings," state law governs the substance of the demand requirement

  5. Rothman v. Gregor

    220 F.3d 81 (2d Cir. 2000)   Cited 1,322 times   1 Legal Analyses
    Holding that "the date of the filing of the motion to amend constitutes the date the action was commenced for statute of limitations purposes" when "the plaintiff seeks to add a new defendant" (quoting Nw. Nat’l Ins. Co. v. Alberts , 769 F. Supp. 498, 510 (S.D.N.Y.1991) )

  6. 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

  7. 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

  8. Rales v. Blasband

    634 A.2d 927 (Del. 1993)   Cited 901 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

  9. Migdal v. Rowe Price-Fleming Intern., Inc.

    248 F.3d 321 (4th Cir. 2001)   Cited 691 times   3 Legal Analyses
    Holding that “Rule 12(b) requires more than the mere recitation of boilerplate statutory language”

  10. Burks v. Lasker

    441 U.S. 471 (1979)   Cited 382 times   3 Legal Analyses
    Holding that the "question whether a cause of action exists is not a question of jurisdiction, and therefore may be assumed without being decided"

  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 345,805 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. Section 1961 - Definitions

    18 U.S.C. § 1961   Cited 14,950 times   72 Legal Analyses
    Defining what the terms “person” and “enterprise” include

  13. Rule 23.1 - Derivative Actions

    Fed. R. Civ. P. 23.1   Cited 1,951 times   27 Legal Analyses
    Requiring only that the plaintiff allege demand futility "with particularity"

  14. Section 1955 - Prohibition of illegal gambling businesses

    18 U.S.C. § 1955   Cited 1,103 times   9 Legal Analyses
    Conducting an illegal gambling business

  15. Section 80a-1 - Findings and declaration of policy

    15 U.S.C. § 80a-1   Cited 465 times   16 Legal Analyses
    Declaring as a policy rationale for the Investment Company Act the prevention of conflicts of interest between investment companies and advisers

  16. Section 3801 - Definitions

    Del. Code tit. 12 § 3801   Cited 56 times   8 Legal Analyses

    (a) "Beneficial owner" means any owner of a beneficial interest in a statutory trust, the fact of ownership to be determined and evidenced (whether by means of registration (including on, by means of, or in the form of any information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases)), the issuance of certificates or otherwise) in conformity to the applicable provisions of the governing instrument of the statutory

  17. Section 270.12b-1 - Distribution of shares by registered open-end management investment company

    17 C.F.R. § 270.12b-1   Cited 37 times   2 Legal Analyses

    (a) (1) Except as provided in this section, it shall be unlawful for any registered open-end management investment company (other than a company complying with the provisions of section 10(d) of the Act (15 U.S.C. 80a-10(d) ) ) to act as a distributor of securities of which it is the issuer, except through an underwriter; (2) For purposes of this section, such a company will be deemed to be acting as a distributor of securities of which it is the issuer, other than through an underwriter, if it engages