§Why CasetextPricing

Seidl et al v. American Century Companies, Inc. et al

MEMORANDUM OF LAW in Opposition re: 55 MOTION to Dismiss Second Amended Complaint., 52 MOTION to Dismiss Plaintiff's Second Amended Verified Derivative and Class Action Complaint.. Document

142 Cited authorities

  1. Ashcroft v. Iqbal

    556 U.S. 662 (2009)   Cited 252,314 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

  2. Kamen v. Kemper Financial Services, Inc.

    500 U.S. 90 (1991)   Cited 1,203 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

  3. Cohen v. Beneficial Loan Corp.

    337 U.S. 541 (1949)   Cited 7,648 times   7 Legal Analyses
    Holding that § 1291 permits appeals from certain decisions "collateral to rights asserted in the action," even when there's no final judgment

  4. Lerner v. Fleet Bank, N.A.

    459 F.3d 273 (2d Cir. 2006)   Cited 1,189 times   4 Legal Analyses
    Holding that an aiding and abetting claim under New York law requires "an allegation that such defendant had actual knowledge of the breach of duty"

  5. Shields v. Citytrust Bancorp, Inc.

    25 F.3d 1124 (2d Cir. 1994)   Cited 1,810 times   5 Legal Analyses
    Holding that scienter cannot be "base[d] . . . on speculation and conclusory allegations"

  6. Brehm v. Eisner

    26 Del. 3 (Del. 2000)   Cited 1,141 times   17 Legal Analyses
    Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery

  7. Derdiarian v. Felix Contr Co.

    51 N.Y.2d 308 (N.Y. 1980)   Cited 1,880 times
    Holding that the negligence of a driver did not negate a contractor's failure to safeguard an excavation site, and that "[b]ecause questions concerning what is foreseeable and what is normal may be the subject of varying inferences, as is the question of negligence itself, these issues generally are for the fact finder to resolve"

  8. Aronson v. Lewis

    473 A.2d 805 (Del. 1984)   Cited 1,585 times   64 Legal Analyses
    Holding that plaintiff must demonstrate that directors were beholden to controlling person

  9. 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

  10. Exxon Co., U.S.A. v. Sofec, Inc.

    517 U.S. 830 (1996)   Cited 245 times
    Holding that proportional-liability rule applies only to defendants proximately causing an injury

  11. Rule 201 - Judicial Notice of Adjudicative Facts

    Fed. R. Evid. 201   Cited 28,232 times   26 Legal Analyses
    Holding "[n]ormally, in deciding a motion to dismiss for failure to state a claim, courts must limit their inquiry to the facts stated in the complaint and the documents either attached to or incorporated in the complaint. However, courts may also consider matters of which they may take judicial notice."

  12. Rule 404 - Character Evidence; Other Crimes, Wrongs, or Acts.

    Fed. R. Evid. 404   Cited 16,654 times   65 Legal Analyses
    Recognizing that even uncharged similar acts can be probative of a defendant's intent and knowledge concerning charged offenses

  13. Section 1961 - Definitions

    18 U.S.C. § 1961   Cited 14,943 times   72 Legal Analyses
    Defining what the terms “person” and “enterprise” include

  14. Rule 23.1 - Derivative Actions

    Fed. R. Civ. P. 23.1   Cited 1,948 times   27 Legal Analyses
    Treating unincorporated associations and corporations similarly for derivative suits

  15. Section 1963 - Criminal penalties

    18 U.S.C. § 1963   Cited 1,316 times   8 Legal Analyses
    Permitting substitution where property forfeitable under § 1963 has been dissipated

  16. Section 1955 - Prohibition of illegal gambling businesses

    18 U.S.C. § 1955   Cited 1,103 times   9 Legal Analyses
    Conducting an illegal gambling business

  17. Section 80a-35 - Breach of fiduciary duty

    15 U.S.C. § 80a-35   Cited 310 times   6 Legal Analyses
    Imposing a “fiduciary duty with respect to the receipt of compensation for services, or of payments of a material nature ”

  18. Section 1084 - Transmission of wagering information; penalties

    18 U.S.C. § 1084   Cited 292 times   33 Legal Analyses
    Codifying Pub. L. No. 87-216, § 2, 75 Stat. 491, 491

  19. Section 225.00 - Gambling offenses; definitions of terms

    N.Y. Penal Law § 225.00   Cited 79 times   2 Legal Analyses
    Defining a contest of chance as a “game ... in which the outcome depends in a material degree upon an element of chance, notwithstanding that the skill of the contestants may also be a factor therein”

  20. Section 2-405.1 - Standard of care required of directors

    Md. Code, Corp. & Ass'ns § 2-405.1   Cited 60 times   1 Legal Analyses
    Stating that " director shall perform his duties as a director, including his duties as a member of a committee of the board on which he serves . . . In good faith; In a manner he reasonably believes to be in the best interests of the corporation; and With the care that an ordinarily prudent person in a like position would use under similar circumstances."