31 Cited authorities

In re Silicon Graphics Inc.
183 F.3d 970 (9th Cir. 1999) Cited 1,412 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))
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
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
Beam v. Stewart
845 A.2d 1040 (Del. 2004) Cited 475 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."
IN RE CAREMARK INTERN. INC. DERIV. LIT
698 A.2d 959 (Del. Ch. 1996) Cited 518 times 140 Legal Analyses
Holding that a board of directors violates the duty of good faith by a “sustained or systematic failure ... to exercise reasonable oversight”
Guttman v. Huang
823 A.2d 492 (Del. Ch. 2003) Cited 351 times 1 Legal Analyses
Holding the Rales test applied because the allegations "do not attack a specific business judgment of the board"
Desimone v. Barrows
924 A.2d 908 (Del. Ch. 2007) Cited 261 times 2 Legal Analyses
Holding that allegations about extensive backdating of stock options did not support inference "that [the corporation's] internal controls were deficient, much less that the board, the Audit Committee, or [the corporation's] auditors had any reason to suspect that they were or that backdating was occurring"
Grobow v. Perot
539 A.2d 180 (Del. 1988) Cited 398 times 4 Legal Analyses
Holding that demand was not excused where plaintiff "only aver[red] . . . that all GM's directors are paid for their services as directors"
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 345,981 times 922 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 1,952 times 27 Legal Analyses
Requiring only that the plaintiff allege demand futility "with particularity"

Saginaw Police and Fire Pension Fund v. Andreessen et al

31 Cited authorities

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 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 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 a board of directors violates the duty of good faith by a “sustained or systematic failure ... to exercise reasonable oversight”

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

Holding that demand was not excused where plaintiff "only aver[red] . . . that all GM's directors are paid for their services as directors"

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"