46 Cited authorities

Cortec Indus., Inc. v. Sum Holding L.P.
949 F.2d 42 (2d Cir. 1991) Cited 3,029 times
Holding that "[w]here plaintiff has actual notice of all the information in the movant's papers and has relied upon these documents in framing the complaint the necessity of translating a Rule 12(b) motion into one under Rule 56 is largely dissipated" and affirming the district court's consideration of a stock purchase agreement, offering memorandum, and stock warrant that were "integral to [plaintiffs'] complaint"
Brehm v. Eisner
26 Del. 3 (Del. 2000) Cited 1,159 times 18 Legal Analyses
Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery
Aronson v. Lewis
473 A.2d 805 (Del. 1984) Cited 1,601 times 64 Legal Analyses
Holding that plaintiff must demonstrate that directors were beholden to controlling person
Malpiede v. Townson
780 A.2d 1075 (Del. 2001) Cited 696 times 4 Legal Analyses
Holding that although consideration of the corporate charter's indemnification provisions would normally convert a motion to dismiss into a motion for summary judgment, the lower court's failure to do so was not reversible error.
Rales v. Blasband
634 A.2d 927 (Del. 1993) Cited 904 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
Stone v. Ritter
911 A.2d 362 (Del. 2006) Cited 537 times 49 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
In re Citigroup Inc. Shareholder
964 A.2d 106 (Del. Ch. 2009) Cited 371 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 524 times 143 Legal Analyses
Holding that a board of directors violates the duty of good faith by a “sustained or systematic failure ... to exercise reasonable oversight”
Orman v. Cullman
794 A.2d 5 (Del. Ch. 2002) Cited 430 times 4 Legal Analyses
Holding that "[t]he naked assertion of a previous business relationship is not enough to overcome the presumption of a director's independence," and finding that the plaintiffs failed to challenge the independence of certain directors who had "longstanding business relations" with other board members
Guttman v. Huang
823 A.2d 492 (Del. Ch. 2003) Cited 353 times 1 Legal Analyses
Holding the Rales test applied because the allegations "do not attack a specific business judgment of the board"
Rule 15 - Amended and Supplemental Pleadings
Fed. R. Civ. P. 15 Cited 93,195 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 1,973 times 28 Legal Analyses
Requiring only that the plaintiff allege demand futility "with particularity"

Louisiana Municipal Police Employees Retirement System v. Mack et al

46 Cited authorities

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

Holding that plaintiff must demonstrate that directors were beholden to controlling person

Holding that although consideration of the corporate charter's indemnification provisions would normally convert a motion to dismiss into a motion for summary judgment, the lower court's failure to do so was not reversible error.

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 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

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 the Rales test applied because the allegations "do not attack a specific business judgment of the board"

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"