66 Cited authorities

  1. 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"
  2. Pelletier v. Zweifel

    921 F.2d 1465 (11th Cir. 1991)   Cited 465 times   1 Legal Analyses
    Holding that plaintiff has RICO standing only if "his injury flowed directly from the commission of the predicate acts"
  3. Desimone v. Barrows

    924 A.2d 908 (Del. Ch. 2007)   Cited 263 times   2 Legal Analyses
    Holding that allegations about extensive backdating of stock options did not support inference "that [the corporation's] internal controls were deficient, much less that the board, the Audit Committee, or [the corporation's] auditors had any reason to suspect that they were or that backdating was occurring"
  4. Rosenberg v. Gould

    554 F.3d 962 (11th Cir. 2009)   Cited 247 times
    Holding that plaintiffs cannot amend their complaint through a response to a motion to dismiss
  5. Levine v. Smith

    591 A.2d 194 (Del. 1991)   Cited 310 times   1 Legal Analyses
    Finding that requirement to undertake particular form of investigation would constitute an "unwarranted intrusion upon the board's authority"
  6. Pleming v. Universal-Rundle Corp.

    142 F.3d 1354 (11th Cir. 1998)   Cited 232 times
    Holding that the "parties frame the scope of the litigation at the time the complaint is filed."
  7. Zapata Corp. v. Maldonado

    430 A.2d 779 (Del. 1981)   Cited 346 times   27 Legal Analyses
    Holding that limited discovery is appropriate with respect to "the independence and good faith of the committee and the bases supporting its conclusions"
  8. Citibank, N.A. v. Data Lease Financial Corp.

    904 F.2d 1498 (11th Cir. 1990)   Cited 238 times
    Holding that claims against bank defendant were barred by stipulation of dismissal as to individual defendants, when claims against Citibank were based solely on vicarious liability of Citibank
  9. South ex rel. Hecla Mining Co. v. Baker

    62 A.3d 1 (Del. Ch. 2012)   Cited 103 times   2 Legal Analyses
    Holding that plaintiff must allege that "the board consciously failed to act after learning about evidence of illegality"
  10. In re Bank of New York Derivative

    320 F.3d 291 (2d Cir. 2003)   Cited 124 times   1 Legal Analyses
    Finding under Federal Rule of Civil Procedure 23.1 and New York Business Corporation Law § 626(b), which mirrors Delaware Corporate Law § 327, "a plaintiff must have owned stock in the corporation throughout the course of the activities that constitute the primary basis of the complaint" and "a proper plaintiff must have acquired his or her stock in the corporation before the core of the allegedly wrongful conduct transpired"
  11. Rule 7 - Pleadings Allowed; Form of Motions and Other Papers

    Fed. R. Civ. P. 7   Cited 7,597 times   2 Legal Analyses
    Defining "pleadings" for purposes of the Federal Rules of Civil Procedure
  12. 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"
  13. Section 9-11-12 - Answer, defenses, and objections; when and how presented and heard; when defenses waived; stay of discovery

    Ga. Code § 9-11-12   Cited 1,095 times
    Listing defenses that are waived if not raised in initial response
  14. Section 102 - Contents of certificate of incorporation

    Del. Code tit. 8 § 102   Cited 588 times   57 Legal Analyses
    Authorizing such waivers
  15. Section 14-2-744 - Dismissal

    Ga. Code § 14-2-744   Cited 13 times
    Stating that the "naming of the director in the derivative proceeding" or the fact that the director approved the challenged corporate action do not, standing alone, prove a lack of independence
  16. Section 2-401 - Function of directors

    Md. Code, Corp. & Ass'ns § 2-401   Cited 7 times
    Stating that "[a]ll powers of the corporation may be exercised by or under the authority of the board of directors except as conferred on or reserved to the stockholders by law or by charter or bylaws of the corporation"
  17. Section 14-2-202 - Articles of incorporation

    Ga. Code § 14-2-202   Cited 7 times   1 Legal Analyses

    (a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of Code Section 14-2-401; (2) The number of shares the corporation is authorized to issue; (3) The street address and county of the corporation's initial registered office and the name of its initial registered agent at that office; (4) The name and address of each incorporator; and (5) The mailing address of the initial principal office of the corporation, if different from

  18. Section 3-203 - Procedure by stockholder

    Md. Code, Corp. & Ass'ns § 3-203   Cited 2 times

    (a) A stockholder of a corporation who desires to receive payment of the fair value of the stockholder's stock under this subtitle: (1) Shall file with the corporation a written objection to the proposed transaction: (i) With respect to a merger under § 3-106 or § 3-106.1 of this title, within 30 days after notice is given or waived under § 3-106 or § 3-106.1 of this title; or (ii) With respect to any other transaction, at or before the stockholders' meeting at which the transaction will be considered

  19. Section 7-1-493 - Actions against directors and officers

    Ga. Code § 7-1-493   Cited 2 times

    (a) An action may be brought by any of the persons named in subsection (b) of this Code section against one or more directors or officers of a bank or trust company to procure for the benefit of the bank or trust company a judgment for the following relief: (1) To compel the defendant to account for his or her official conduct, or to decree any other relief called for by his or her official conduct, in the following cases: (A) The neglect of, failure to perform, or other violation of his or her duties