19 Cited authorities

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
SAN REMO HOTEL, L.P. v. CITY COUNTY OF SAN FRANCISCO
545 U.S. 323 (2005) Cited 479 times 20 Legal Analyses
Holding that a plaintiff is precluded by the full faith and credit statute, 28 U.S.C. § 1738, from relitigating those issues which were adjudicated by a state court
In re Silicon Graphics Inc.
183 F.3d 970 (9th Cir. 1999) Cited 1,417 times 8 Legal Analyses
Holding that stock sales of individual defendants are only indicative of scienter where they are "dramatically out of line with prior trading practices" (quoting In re Apple Computer Sec. Litig., 886 F.2d 1109, 1117 (9th Cir. 1989))
In re American Intern. Group, Inc.
965 A.2d 763 (Del. Ch. 2009) Cited 204 times 3 Legal Analyses
Holding that the adverse interest test is directed at insiders who are "essentially stealing from the corporation as opposed to engaging in improper acts that, even if also self-interested, have the effect of benefiting the corporation financially"
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"
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"
In re Rural Metro Corp.
88 A.3d 54 (Del. Ch. 2014) Cited 92 times 11 Legal Analyses
Holding that investment banker knowingly participated in board's breach of duty where "RBC created the unreasonable process and informational gaps that led to the Board's breach of duty"
Blasband v. Rales
971 F.2d 1034 (3d Cir. 1992) Cited 136 times 1 Legal Analyses
Noting only that demand futility "depends upon the facts of each case"
In re Verisign, Inc., Derivative Litigation
531 F. Supp. 2d 1173 (N.D. Cal. 2007) Cited 83 times 2 Legal Analyses
Holding that the plaintiffs failed to adequately allege standing by continuous stock ownership where the complaint alleged only that the plaintiffs "have owned Verisign stock during the relevant period . . . and continue to own the Company's common stock," and stating that the plaintiffs must "unambiguously indicate in any amended complaint the dates they purchased Verisign stock, and whether they have continuously owned Verisign stock from the time of purchase up to the present."
Kellmer v. Raines
674 F.3d 848 (D.C. Cir. 2012) Cited 20 times
Noting by reference to FIRREA that "nothing was missed"
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 348,310 times 930 Legal Analyses
Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss
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"
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

Riccardi v. Lynch et al

19 Cited authorities

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 a plaintiff is precluded by the full faith and credit statute, 28 U.S.C. § 1738, from relitigating those issues which were adjudicated by a state court

Holding that stock sales of individual defendants are only indicative of scienter where they are "dramatically out of line with prior trading practices" (quoting In re Apple Computer Sec. Litig., 886 F.2d 1109, 1117 (9th Cir. 1989))

Holding that the adverse interest test is directed at insiders who are "essentially stealing from the corporation as opposed to engaging in improper acts that, even if also self-interested, have the effect of benefiting the corporation financially"

Finding that requirement to undertake particular form of investigation would constitute an "unwarranted intrusion upon the board's authority"

Holding that limited discovery is appropriate with respect to "the independence and good faith of the committee and the bases supporting its conclusions"

Holding that investment banker knowingly participated in board's breach of duty where "RBC created the unreasonable process and informational gaps that led to the Board's breach of duty"

Noting only that demand futility "depends upon the facts of each case"

Noting by reference to FIRREA that "nothing was missed"

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

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

Permitting action without a meeting if the board consents