20 Cited authorities

Tooley v. Donaldson, Lufkin, Jenrette
845 A.2d 1031 (Del. 2004) Cited 667 times 42 Legal Analyses
Holding that a corporate stockholder who brings a direct action “must demonstratethat the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation”
IN RE CAREMARK INTERN. INC. DERIV. LIT
698 A.2d 959 (Del. Ch. 1996) Cited 521 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”
Mallory v. Eyrich
922 F.2d 1273 (6th Cir. 1991) Cited 441 times
Finding Rule 60(b) order setting aside judgment in voting rights case immediately appealable under both § 1291 and the Gillespie doctrine
Louisville/Jefferson County Metro Government v. Hotels.com, L.P.
590 F.3d 381 (6th Cir. 2009) Cited 237 times 1 Legal Analyses
Holding that OTCs are not operators as they do not physically control, furnish, supply, or provide the rooms they advertise and take no part in making these rooms physically available
Feldman v. Cutaia
951 A.2d 727 (Del. 2008) Cited 181 times 4 Legal Analyses
Holding that equal injury to the company's shares resulting from a corporate overpayment cannot constitute harm to specific shareholders individually
Kramer v. Western Pacific Industries
546 A.2d 348 (Del. 1988) Cited 283 times 1 Legal Analyses
Holding that a shareholder may bring a direct action as an individual or as part of "a class [of shareholders], for injuries done to them in their individual capacities by corporate fiduciaries"
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"
Albert v. Alex. Brown Management Services, Inc.
C.A. Nos. 762-N, 763-N (Del. Ch. Aug. 26, 2005) Cited 145 times
Holding that "claims for gross negligence and failure to provide competent and active management are clearly derivative"
South ex rel. Hecla Mining Co. v. Baker
62 A.3d 1 (Del. Ch. 2012) Cited 103 times 2 Legal Analyses
Holding that plaintiff must allege that "the board consciously failed to act after learning about evidence of illegality"
Granada Investments, Inc. v. DWG Corp.
962 F.2d 1203 (6th Cir. 1992) Cited 150 times
Holding that money spent on accountants and investment bankers are not private cost and thus eligible for reimbursement by settlement fund
Rule 54 - Judgment; Costs
Fed. R. Civ. P. 54 Cited 41,433 times 143 Legal Analyses
Holding party seeking fees may additionally seek "nontaxable expenses"
Section 220 - Inspection of books and records
Del. Code tit. 8 § 220 Cited 688 times 98 Legal Analyses
Defining subsidiary as “any entity directly or indirectly owned, in whole or in part, by the corporation of which the stockholder is a stockholder and over the affairs of which the corporation directly or indirectly exercises control, and includes, without limitation , corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, statutory trusts and/or joint ventures”
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

The City of Plantation Police Officers' Employees' Retirement System v. Jeffries et al

20 Cited authorities

Holding that a corporate stockholder who brings a direct action “must demonstratethat the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation”

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

Finding Rule 60(b) order setting aside judgment in voting rights case immediately appealable under both § 1291 and the Gillespie doctrine

Holding that OTCs are not operators as they do not physically control, furnish, supply, or provide the rooms they advertise and take no part in making these rooms physically available

Holding that equal injury to the company's shares resulting from a corporate overpayment cannot constitute harm to specific shareholders individually

Holding that a shareholder may bring a direct action as an individual or as part of "a class [of shareholders], for injuries done to them in their individual capacities by corporate fiduciaries"

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 "claims for gross negligence and failure to provide competent and active management are clearly derivative"

Holding that plaintiff must allege that "the board consciously failed to act after learning about evidence of illegality"

Holding that money spent on accountants and investment bankers are not private cost and thus eligible for reimbursement by settlement fund

Holding party seeking fees may additionally seek "nontaxable expenses"

Permitting action without a meeting if the board consents