17 Cited authorities

Ashcroft v. Iqbal
556 U.S. 662 (2009) Cited 252,709 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
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
Aronson v. Lewis
473 A.2d 805 (Del. 1984) Cited 1,587 times 64 Legal Analyses
Holding that plaintiff must demonstrate that directors were beholden to controlling person
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
Grobow v. Perot
539 A.2d 180 (Del. 1988) Cited 398 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"
Grimes v. Donald
673 A.2d 1207 (Del. 1996) Cited 283 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"
Levine v. Smith
591 A.2d 194 (Del. 1991) Cited 310 times 1 Legal Analyses
Finding that requirement to undertake particular form of investigation would constitute an "unwarranted intrusion upon the board's authority"
Zapata Corp. v. Maldonado
430 A.2d 779 (Del. 1981) Cited 346 times 26 Legal Analyses
Holding that limited discovery is appropriate with respect to "the independence and good faith of the committee and the bases supporting its conclusions"
Spiegel v. Buntrock
571 A.2d 767 (Del. 1990) Cited 214 times 6 Legal Analyses
Concluding that same shareholder cannot both make a demand on a company and argue demand futility in a lawsuit
Scattered Corp. v. Chicago Stock Exchange, Inc.
701 A.2d 70 (Del. 1997) Cited 106 times 4 Legal Analyses
Affirming the Chancery Court's decision to grant a motion to dismiss in a wrongful refusal case and noting that the plaintiff could have, but did not, inspect the corporation's books and records
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"
Section 220 - Inspection of books and records
Del. Code tit. 8 § 220 Cited 683 times 97 Legal Analyses
Defining subsidiary as “any entity directly or indirectly owned, in whole or in part, by the corporation of which the stockholder is a stockholder and over the affairs of which the corporation directly or indirectly exercises control, and includes, without limitation , corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, statutory trusts and/or joint ventures”
Section 141 - Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal
Del. Code tit. 8 § 141 Cited 636 times 30 Legal Analyses
Permitting action without a meeting if the board consents

IN RE: Bank of America Corp. Securities, Derivative and Employee Retirement Income Security Act (ERISA) Litigation

17 Cited authorities

Holding that a claim is plausible where a plaintiff's allegations enable the court to draw a "reasonable inference" the defendant is liable

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

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

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

Finding that requirement to undertake particular form of investigation would constitute an "unwarranted intrusion upon the board's authority"

Holding that limited discovery is appropriate with respect to "the independence and good faith of the committee and the bases supporting its conclusions"

Concluding that same shareholder cannot both make a demand on a company and argue demand futility in a lawsuit

Affirming the Chancery Court's decision to grant a motion to dismiss in a wrongful refusal case and noting that the plaintiff could have, but did not, inspect the corporation's books and records

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

Permitting action without a meeting if the board consents