Brehm v. Eisner

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

Aronson v. Lewis

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

Rales v. Blasband

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 Walt Disney Co. Derivative Litigation

Holding bad faith to be a “category of fiduciary conduct, which falls in between the first two categories of conduct motivated by subjective bad intent and conduct resulting from gross negligence” and that bad faith could be found “where the fiduciary acts with a purpose other than that of advancing the best interests of the corporation.”

In re Citigroup Inc. Shareholder

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

Guttman v. Huang

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

In re Tyson Foods

Holding that "no theory will toll the statute beyond the point where the plaintiff was objectively aware, or should have been aware, of facts giving rise to the wrong."

White v. Panic

Holding that the directors' prior agreement to settle eight "harassment lawsuits" lodged against the corporation and its president did not raise any reasonable inference "that the board knew that [the president] had actually engaged in in misconduct," and consequently did not excuse demand

Marx v. Akers

Holding that demand requirement is excused when majority of board is interested in challenged transaction, board members did not inform themselves about transaction, and challenged transaction is "so egregious on its face that it could not have been the product of sound business judgment"

In re InfoUSA

Holding that directors "violate the fiduciary duties that protect shareholders" "where it can be shown that the directors involved issued their communication with the knowledge that it was deceptive or incomplete."

Section 141 - Board of directors; powers; number, qualifications, terms and quorum; committees; classes of directors; nonstock corporations; reliance upon books; action without meeting; removal

Permitting action without a meeting if the board consents

Section 102 - Contents of certificate of incorporation

Authorizing such waivers

Section 713 - Interested directors

Permitting transactions involving interested directors upon approval by a disinterested board, but only where the material facts regarding the interest at stake are disclosed to the board

Section 712 - Executive committee and other committees