Bell Atl. Corp. v. Twombly

Holding that allegations of conduct that are merely consistent with wrongdoing do not state a claim unless "placed in a context that raises a suggestion of" such wrongdoing

Kamen v. Kemper Financial Services, Inc.

Holding parties' legal theories not binding on Court, which "retains the independent power to identify and apply the proper construction of governing law"

Malpiede v. Townson

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

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

Small v. Fritz Cos., Inc.

Holding that complaint for negligent misrepresentation in a holder action must be "pled with the same specificity required in a holder's action for fraud."

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.”

Beam v. Stewart

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."

Trenwick America Lit. v. Ernst Young

Holding that "if there was a breach of fiduciary duty by conduct [of the parent's directors], the proper defendant is the parent itself, as the parent corporation, not the directors of [the parent]."

Am. Fuel Corp. v. Utah Energy Dev. Co.

Holding that one factor which weighed "strongly against a finding of domination" by a corporate officer was the fact that another individual "actively participated in [the corporation's] business and had at least as much involvement in, and control over, the company as did [the officer]."

Grimes v. Donald

Holding that a plaintiff must "allege with particularity why the stockholder was justified in not having made the effort to obtain board action"

Section 1332 - Diversity of citizenship; amount in controversy; costs

Holding district court has jurisdiction over action between diverse citizens "where the matter in controversy exceeds the sum or value of $75,000"

Rule 9 - Pleading Special Matters

Requiring that fraud be pleaded with particularity

Rule 23.1 - Derivative Actions

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

Section 626 - Shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor

Stating that a plaintiff must be “a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains”

Section 115-A - Limited partners' derivative action brought in the right of a limited partnership to procure a judgment in its favor

Providing for derivative actions by limited partners

Section 17-1001 - Right to bring action

Using almost identical language

Section 121-901 - Law governing