24 Cited authorities

Ashcroft v. Iqbal
556 U.S. 662 (2009) Cited 254,776 times 279 Legal Analyses
Holding that a claim is plausible where a plaintiff's allegations enable the court to draw a "reasonable inference" the defendant is liable
Bell Atl. Corp. v. Twombly
550 U.S. 544 (2007) Cited 268,550 times 366 Legal Analyses
Holding that a complaint's allegations should "contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face' "
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
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
Aronson v. Lewis
473 A.2d 805 (Del. 1984) Cited 1,592 times 64 Legal Analyses
Holding that plaintiff must demonstrate that directors were beholden to controlling person
Tooley v. Donaldson, Lufkin, Jenrette
845 A.2d 1031 (Del. 2004) Cited 667 times 42 Legal Analyses
Holding that a corporate stockholder who brings a direct action “must demonstratethat the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation”
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
Stone v. Ritter
911 A.2d 362 (Del. 2006) Cited 533 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
Beam v. Stewart
845 A.2d 1040 (Del. 2004) Cited 476 times 11 Legal Analyses
Holding that Martha Stewart's 94% interest in the corporation whose board she chaired was insufficient to excuse demand because " stockholder's control of a corporation does not excuse presuit demand on the board without particularized allegations of relationships between the directors and the controlling stockholder demonstrating that the directors are beholden to the stockholder."
Weinberger v. UOP, Inc.
457 A.2d 701 (Del. 1983) Cited 744 times 16 Legal Analyses
Holding that officers of parent corporation faced conflict of interest when acting as subsidiary directors regarding transaction with parent because officers were dual fiduciaries at the time of the transaction
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 348,046 times 927 Legal Analyses
Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss
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

Marvin H. Maurras Revocable Trust v. Bronfman, Jr. et al

24 Cited authorities

Holding that a claim is plausible where a plaintiff's allegations enable the court to draw a "reasonable inference" the defendant is liable

Holding that a complaint's allegations should "contain sufficient factual matter, accepted as true, to 'state a claim to relief that is plausible on its face' "

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

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

Holding that a corporate stockholder who brings a direct action “must demonstratethat the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation”

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 officers of parent corporation faced conflict of interest when acting as subsidiary directors regarding transaction with parent because officers were dual fiduciaries at the time of the transaction

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

Permitting action without a meeting if the board consents