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In re Brocade Communications Systems, Inc. Derivative Litigation

MOTION to Dismiss of Nominal Defendant Brocade Communications Systems, Inc. to the Consolidated Amended Complaint

34 Cited authorities

  1. 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

  2. Brehm v. Eisner

    26 Del. 3 (Del. 2000)   Cited 1,143 times   17 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 1,587 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 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

  5. Beam v. Stewart

    845 A.2d 1040 (Del. 2004)   Cited 475 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."

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

    698 A.2d 959 (Del. Ch. 1996)   Cited 518 times   140 Legal Analyses
    Holding that a board of directors violates the duty of good faith by a “sustained or systematic failure ... to exercise reasonable oversight”

  7. Guttman v. Huang

    823 A.2d 492 (Del. Ch. 2003)   Cited 351 times   1 Legal Analyses
    Holding the Rales test applied because the allegations "do not attack a specific business judgment of the board"

  8. 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"

  9. White v. Panic

    783 A.2d 543 (Del. 2001)   Cited 247 times   7 Legal Analyses
    Holding that the directors' prior agreement to settle eight "harassment lawsuits" lodged against the corporation and its president did not raise any reasonable inference "that the board knew that [the president] had actually engaged in in misconduct," and consequently did not excuse demand

  10. 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"

  11. Section 1332 - Diversity of citizenship; amount in controversy; costs

    28 U.S.C. § 1332   Cited 111,391 times   572 Legal Analyses
    Holding district court has jurisdiction over action between diverse citizens "where the matter in controversy exceeds the sum or value of $75,000"

  12. Rule 23.1 - Derivative Actions

    Fed. R. Civ. P. 23.1   Cited 1,952 times   27 Legal Analyses
    Requiring only that the plaintiff allege demand futility "with particularity"