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Landers, et al. v. Morgan Asset Management, Inc., et al.

MEMORANDUM in Support re MOTION to Dismiss Reply Memorandum in Support of Motion to Dismiss

21 Cited authorities

  1. Ashcroft v. Iqbal

    556 U.S. 662 (2009)   Cited 254,433 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

  2. Bell Atl. Corp. v. Twombly

    550 U.S. 544 (2007)   Cited 268,213 times   366 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' "

  3. Kamen v. Kemper Financial Services, Inc.

    500 U.S. 90 (1991)   Cited 1,208 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

  4. Aronson v. Lewis

    473 A.2d 805 (Del. 1984)   Cited 1,592 times   64 Legal Analyses
    Holding that plaintiff must demonstrate that directors were beholden to controlling person

  5. In re Citigroup Inc. Shareholder

    964 A.2d 106 (Del. Ch. 2009)   Cited 365 times   8 Legal Analyses
    Holding the Rales test applies "to show demand futility where the subject of the derivative suit is not a business decision of the board"

  6. McCall v. Scott

    239 F.3d 808 (6th Cir. 2001)   Cited 215 times   7 Legal Analyses
    Holding that knowledge or reckless disregard of illegal conduct by a board can be inferred when the alleged wrongdoing is of substantial magnitude and duration

  7. Werbowsky v. Collomb

    362 Md. 581 (Md. 2001)   Cited 107 times   2 Legal Analyses
    Holding that the allegation that directors “are conflicted because of the fees they make as [company] directors, and their presumed desire to retain their directorships” does not show they were “conflicted or controlled ... to the point that a demand upon them would have been futile”

  8. Scalisi v. Fund Asset Management

    380 F.3d 133 (2d Cir. 2004)   Cited 84 times
    Holding that demand was not futile where mutual fund's directors also served on the boards of 49 other funds managed by the same investment management company

  9. Zimmerman v. Bell

    800 F.2d 386 (4th Cir. 1986)   Cited 138 times
    Holding that Rule 23(b) does not apply where the proposed class seeks "essentially monetary relief," but is "limited to claims where the relief sought was primarily injunctive or declaratory"

  10. In re Franklin Mut. Funds Fee Litigation

    388 F. Supp. 2d 451 (D.N.J. 2005)   Cited 69 times
    Holding there is no implied private right of action to enforce §§ 34(b) and 36 of the ICA and citing other post- Sandoval and post- Olmsted cases reaching the same conclusion

  11. Section 80a-2 - Definitions; applicability; rulemaking considerations

    15 U.S.C. § 80a-2   Cited 240 times   18 Legal Analyses
    Defining "interested person"

  12. Section 80a-17 - Transactions of certain affiliated persons and underwriters

    15 U.S.C. § 80a-17   Cited 87 times   2 Legal Analyses
    Codifying Section 17 of the 1940 Act, which recognizes that mutual fund investment advisers may be affiliated with broker-dealers and regulates in considerable detail the circumstances under which the affiliated entities may, and may not, transact business

  13. Section 2-405.3 - When director of investment company deemed independent and disinterested

    Md. Code, Corp. & Ass'ns § 2-405.3   Cited 5 times

    (a) This section applies to a corporation that is an investment company, as defined by the Investment Company Act of 1940. (b) A director of a corporation who with respect to the corporation is not an interested person, as defined by the Investment Company Act of 1940, shall be deemed to be independent and disinterested when making any determination or taking any action as a director. Md. Code, CA § 2-405.3