38 Cited authorities

In re Burlington Coat Factory
114 F.3d 1410 (3d Cir. 1997) Cited 7,651 times 4 Legal Analyses
Holding that a court may consider a "document integral to or explicitly relied upon in the complaint" when deciding a motion to dismiss
Kamen v. Kemper Financial Services, Inc.
500 U.S. 90 (1991) Cited 1,204 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
Brehm v. Eisner
26 Del. 3 (Del. 2000) Cited 1,143 times 17 Legal Analyses
Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery
Kanter v. Barella
489 F.3d 170 (3d Cir. 2007) Cited 855 times 2 Legal Analyses
Upholding denial of leave to amend where plaintiff failed to offer new facts to district court
Acito v. Imcera Group, Inc.
47 F.3d 47 (2d Cir. 1995) Cited 1,130 times 1 Legal Analyses
Holding that selling stock, by itself, insufficient to plead scienter, absent allegations that "stock sales were 'unusual'"
Aronson v. Lewis
473 A.2d 805 (Del. 1984) Cited 1,587 times 64 Legal Analyses
Holding that plaintiff must demonstrate that directors were beholden to controlling person
Rales v. Blasband
634 A.2d 927 (Del. 1993) Cited 901 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 530 times 48 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
Oran v. Stafford
226 F.3d 275 (3d Cir. 2000) Cited 628 times 32 Legal Analyses
Holding that courts can take judicial notice of authenticated versions of publicly available documents filed with a regulatory agency
In re Advanta Corp. Securities Litigation
180 F.3d 525 (3d Cir. 1999) Cited 633 times
Holding that plaintiffs "may not rest on a bare inference that a defendant `must have had' knowledge of the facts."
Rule 23.1 - Derivative Actions
Fed. R. Civ. P. 23.1 Cited 1,952 times 27 Legal Analyses
Requiring only that the plaintiff allege demand futility "with particularity"
Section 220 - Inspection of books and records
Del. Code tit. 8 § 220 Cited 683 times 97 Legal Analyses
Defining subsidiary as “any entity directly or indirectly owned, in whole or in part, by the corporation of which the stockholder is a stockholder and over the affairs of which the corporation directly or indirectly exercises control, and includes, without limitation , corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, statutory trusts and/or joint ventures”
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 637 times 30 Legal Analyses
Permitting action without a meeting if the board consents

Martinez v. Toll et al

38 Cited authorities

Holding that a court may consider a "document integral to or explicitly relied upon in the complaint" when deciding a motion to dismiss

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

Upholding denial of leave to amend where plaintiff failed to offer new facts to district court

Holding that selling stock, by itself, insufficient to plead scienter, absent allegations that "stock sales were 'unusual'"

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

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 that courts can take judicial notice of authenticated versions of publicly available documents filed with a regulatory agency

Holding that plaintiffs "may not rest on a bare inference that a defendant `must have had' knowledge of the facts."

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

Permitting action without a meeting if the board consents