§Why CasetextPricing

King v. Baldino et al

REPLY BRIEF re MOTION for Judgment on the Pleadings

22 Cited authorities

  1. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 266,697 times   365 Legal Analyses
    Holding that a complaint's allegations should "contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face' "

  2. Buckman Co. v. Plaintiffs' Legal Committee

    531 U.S. 341 (2001)   Cited 1,184 times   80 Legal Analyses
    Holding that federal drug and medical device laws pre-empted a state tort-law claim based on failure to properly communicate with the FDA

  3. 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

  4. Kanter v. Barella

    489 F.3d 170 (3d Cir. 2007)   Cited 855 times   2 Legal Analyses
    Upholding denial of leave to amend where plaintiff failed to offer new facts to district court

  5. 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

  6. Stone v. Ritter

    911 A.2d 362 (Del. 2006)   Cited 530 times   48 Legal Analyses
    Holding that to plead that directors faced a substantial likelihood of liability for failure to act, plaintiffs must allege with particularity facts "suggesting a conscious decision to take no action in response to red flags" of wrongdoing within the company

  7. In re Walt Disney Co. Derivative Litigation

    906 A.2d 27 (Del. 2006)   Cited 536 times   5 Legal Analyses
    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.”

  8. Daily Income Fund, Inc. v. Fox

    464 U.S. 523 (1984)   Cited 289 times   1 Legal Analyses
    Holding that there is no demand prerequisite for § 36(b) claims

  9. 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”

  10. Desimone v. Barrows

    924 A.2d 908 (Del. Ch. 2007)   Cited 261 times   2 Legal Analyses
    Holding that allegations about extensive backdating of stock options did not support inference "that [the corporation's] internal controls were deficient, much less that the board, the Audit Committee, or [the corporation's] auditors had any reason to suspect that they were or that backdating was occurring"

  11. 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"

  12. 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 637 times   30 Legal Analyses
    Permitting action without a meeting if the board consents