§Why CasetextPricing

In re: Alger, Columbia, Janus, MFS, One Group, Putnam, Allianz Dresdner

Memorandum re MOTION to Dismiss The Parent Derivative Complaint in the Janus Track In Support of The Janus Capital Defendants in Support of Thier Motion to Dismiss

26 Cited authorities

  1. Kamen v. Kemper Financial Services, Inc.

    500 U.S. 90 (1991)   Cited 1,247 times   5 Legal Analyses
    Holding parties' legal theories not binding on Court, which "retains the independent power to identify and apply the proper construction of governing law"

  2. Brehm v. Eisner

    26 Del. 3 (Del. 2000)   Cited 1,169 times   18 Legal Analyses
    Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery

  3. Aronson v. Lewis

    473 A.2d 805 (Del. 1984)   Cited 1,613 times   64 Legal Analyses
    Holding that plaintiff must demonstrate that directors were beholden to controlling person

  4. Rales v. Blasband

    634 A.2d 927 (Del. 1993)   Cited 910 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

  5. Daily Income Fund, Inc. v. Fox

    464 U.S. 523 (1984)   Cited 290 times   1 Legal Analyses
    Holding that there is no demand prerequisite for § 36(b) claims

  6. Beam v. Stewart

    845 A.2d 1040 (Del. 2004)   Cited 483 times   11 Legal Analyses
    Holding that Martha Stewart's 94% interest in the corporation whose board she chaired was insufficient to excuse demand because " stockholder's control of a corporation does not excuse presuit demand on the board without particularized allegations of relationships between the directors and the controlling stockholder demonstrating that the directors are beholden to the stockholder."

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

    698 A.2d 959 (Del. Ch. 1996)   Cited 526 times   148 Legal Analyses
    Holding that a board of directors violates the duty of good faith by a “sustained or systematic failure ... to exercise reasonable oversight”

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

    634 A.2d 345 (Del. 1993)   Cited 548 times   10 Legal Analyses
    Holding that the duty of care requires directors to act on an informed basis

  9. Guttman v. Huang

    823 A.2d 492 (Del. Ch. 2003)   Cited 355 times   1 Legal Analyses
    Holding the Rales test applied because the allegations "do not attack a specific business judgment of the board"

  10. Production Resources v. NCT Group

    863 A.2d 772 (Del. Ch. 2004)   Cited 203 times   6 Legal Analyses
    Finding a petition had sufficiently pled insolvency where the company's liabilities were five times its assets; the company had little cash on hand and "its ability to raise cash [was] questionable at best" the company had issued nearly all of its outstanding shares; the company admitted in public filings that it was unable to pay its debts as they became due; and the company's inability to hold an annual stockholder meeting because it could not afford the costs associated with such meeting

  11. Rule 23.1 - Derivative Actions

    Fed. R. Civ. P. 23.1   Cited 1,999 times   29 Legal Analyses
    Requiring only that the plaintiff allege demand futility "with particularity"