58 Cited authorities

Kamen v. Kemper Financial Services, Inc.
500 U.S. 90 (1991) Cited 1,210 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
Ratzlaf v. United States
510 U.S. 135 (1994) Cited 904 times 11 Legal Analyses
Holding that, "[t]o establish that a defendant `willfully violated]' the antistructuring law, the Government must prove that the defendant acted with knowledge that his conduct was unlawful," and stating that "pecific intent to commit the crime . . . might be negated by, e.g., proof that defendant relied in good faith on advice of counsel"
GEE v. PACHECO
627 F.3d 1178 (10th Cir. 2010) Cited 1,630 times
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
489 F.3d 499 (2d Cir. 2007) Cited 1,399 times
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
453 F.3d 1244 (10th Cir. 2006) Cited 1,387 times 1 Legal Analyses
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
26 Del. 3 (Del. 2000) Cited 1,149 times 18 Legal Analyses
Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery
Rales v. Blasband
634 A.2d 927 (Del. 1993) Cited 903 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
In re Citigroup Inc. Shareholder
964 A.2d 106 (Del. Ch. 2009) Cited 366 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"
IN RE CAREMARK INTERN. INC. DERIV. LIT
698 A.2d 959 (Del. Ch. 1996) Cited 521 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”
Gantler v. Stephens
965 A.2d 695 (Del. 2009) Cited 313 times 32 Legal Analyses
Holding that an officer of a Delaware corporation owes fiduciary duties of care and loyalty to the corporation
Rule 12 - Defenses and Objections: When and How Presented; Motion for Judgment on the Pleadings; Consolidating Motions; Waiving Defenses; Pretrial Hearing
Fed. R. Civ. P. 12 Cited 348,148 times 929 Legal Analyses
Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss
Rule 15 - Amended and Supplemental Pleadings
Fed. R. Civ. P. 15 Cited 91,180 times 91 Legal Analyses
Finding that, per N.Y. C.P.L.R. § 1024, New York law provides a more forgiving principle for relation back in the context of naming John Doe defendants described with particularity in the complaint
Rule 23.1 - Derivative Actions
Fed. R. Civ. P. 23.1 Cited 1,954 times 27 Legal Analyses
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
Del. Code tit. 8 § 141 Cited 639 times 30 Legal Analyses
Permitting action without a meeting if the board consents

Lieblein v. Ersek et al

58 Cited authorities

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

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

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"

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

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

Holding the Rales test applies "to show demand futility where the subject of the derivative suit is not a business decision of the board"

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

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

Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss

Finding that, per N.Y. C.P.L.R. § 1024, New York law provides a more forgiving principle for relation back in the context of naming John Doe defendants described with particularity in the complaint

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

Permitting action without a meeting if the board consents