Kamen v. Kemper Financial Services, Inc.

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

GEE v. PACHECO

Holding that a failure to provide adequate treatment in response to a prisoner's self-diagnosed ailments does not amount to a constitutional violation

Roth v. Jennings

Holding that dismissal of a Section 16 suit for disgorgement of short-swing profits was unjustified when there were allegations that a loan had been made to a borrower in furtherance of an agreement between the lender and the borrower "to work together to effect a change of control or similar transaction involving [the company whose shares were purchased with the borrowed money]"

Tal v. Hogan

Holding that "because the extensiveness of the threat is a question of fact" the court would "assume for the purposes of this opinion that the predicate acts alleged ... establish a pattern of racketeering activity"

Brehm v. Eisner

Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery

Rales v. Blasband

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

Stone v. Ritter

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

In re Citigroup Inc. Shareholder

Holding 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

Holding that a board of directors violates the duty of good faith by a “sustained or systematic failure ... to exercise reasonable oversight”

Gantler v. Stephens

Holding that an officer of a Delaware corporation owes fiduciary duties of care and loyalty to the corporation

Rule 23.1 - Derivative Actions

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

Section 141 - Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal

Permitting action without a meeting if the board consents

Section 102 - Effective date of Code