Mills v. Electric Auto-Lite
396 U.S. 375 (1970) Cited 1,403 times 7 Legal AnalysesHolding that causation of damages by materially misleading proxy misstatement could be established by showing that proxy solicitation was an "essential link in the accomplishment of the transaction"
In re Gen. Motors Corp. Pick-Up Truck Fuel Tank
55 F.3d 768 (3d Cir. 1995) Cited 1,144 times 4 Legal AnalysesHolding that nothing in Rule 23 "can be read to authorize separate, liberalized criteria for settlement classes"
Wal-Mart Stores, Inc. v. Visa U.S.A., Inc.
396 F.3d 96 (2d Cir. 2005) Cited 759 times 1 Legal AnalysesHolding that decision to grant or reject objector's motion for discovery regarding fairness of settlement depended on "whether or not the District Court had before it sufficient facts intelligently to approve the settlement offer"
Stone v. Ritter
911 A.2d 362 (Del. 2006) Cited 533 times 49 Legal AnalysesHolding 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
In re Walt Disney Co. Derivative Litigation
906 A.2d 27 (Del. 2006) Cited 539 times 5 Legal AnalysesHolding 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.”
City of Detroit v. Grinnell Corporation
495 F.2d 448 (2d Cir. 1974) Cited 1,394 timesHolding that Section 4 does not authorize award of attorney's fees to a plaintiff who settles his claim with the defendant
In re Citigroup Inc. Shareholder
964 A.2d 106 (Del. Ch. 2009) Cited 366 times 8 Legal AnalysesHolding the Rales test applies "to show demand futility where the subject of the derivative suit is not a business decision of the board"
IN RE CAREMARK INTERN. INC. DERIV. LIT
698 A.2d 959 (Del. Ch. 1996) Cited 521 times 140 Legal AnalysesHolding that a board of directors violates the duty of good faith by a “sustained or systematic failure ... to exercise reasonable oversight”
Weinberger v. Kendrick
698 F.2d 61 (2d Cir. 1982) Cited 489 times 1 Legal AnalysesHolding that a "clearer showing of a settlement's fairness, reasonableness and adequacy" is required for a settlement reached "prior to class certification," though "we have long recognized that a district court's disposition of a proposed class action settlement should be accorded considerable deference"
In re American Intern. Group, Inc.
965 A.2d 763 (Del. Ch. 2009) Cited 204 times 3 Legal AnalysesHolding that the adverse interest test is directed at insiders who are "essentially stealing from the corporation as opposed to engaging in improper acts that, even if also self-interested, have the effect of benefiting the corporation financially"
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 639 times 30 Legal AnalysesPermitting action without a meeting if the board consents