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
500 U.S. 90 (1991) Cited 1,204 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
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"
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
Fed. R. Evid. 201 Cited 28,241 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."
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”
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."