20 Cited authorities

Brehm v. Eisner
26 Del. 3 (Del. 2000) Cited 1,150 times 18 Legal Analyses
Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery
Compagnie Financiere v. Merrill Lynch
232 F.3d 153 (2d Cir. 2000) Cited 305 times
Finding letters sent by the parties prior to the execution of an agreement to be probative extrinsic evidence
Ryan v. Gifford
918 A.2d 341 (Del. Ch. 2007) Cited 224 times 4 Legal Analyses
Holding that an unjust enrichment claim was appropriate in the backdating context even where the defendant fails to exercise his stock options
Grimes v. Donald
673 A.2d 1207 (Del. 1996) Cited 284 times 2 Legal Analyses
Holding that a plaintiff must "allege with particularity why the stockholder was justified in not having made the effort to obtain board action"
In re InfoUSA
953 A.2d 963 (Del. Ch. 2007) Cited 145 times 2 Legal Analyses
Holding that directors "violate the fiduciary duties that protect shareholders" "where it can be shown that the directors involved issued their communication with the knowledge that it was deceptive or incomplete."
Spiegel v. Buntrock
571 A.2d 767 (Del. 1990) Cited 214 times 6 Legal Analyses
Concluding that same shareholder cannot both make a demand on a company and argue demand futility in a lawsuit
Scattered Corp. v. Chicago Stock Exchange, Inc.
701 A.2d 70 (Del. 1997) Cited 106 times 4 Legal Analyses
Affirming the Chancery Court's decision to grant a motion to dismiss in a wrongful refusal case and noting that the plaintiff could have, but did not, inspect the corporation's books and records
Rich v. Yu Kwai Chong
66 A.3d 963 (Del. Ch. 2013) Cited 60 times 1 Legal Analyses
Holding complaint stated a claim where board failed to conduct meaningful investigation into demand letter and instead allowed management to make decisions without oversight
Allen v. El Paso Pipeline GP Co.
90 A.3d 1097 (Del. Ch. 2014) Cited 30 times
In Allen, the court determined that plaintiff's claims were primarily direct actions. Plaintiff's reliance upon Allen to support his contentions is misplaced.
RCM Securities Fund, Inc. v. Stanton
928 F.2d 1318 (2d Cir. 1991) Cited 69 times
Finding that Rule 23.1 is not the source of a demand requirement but is only a procedural requirement empowering federal courts to determine from the pleadings whether the demand requirement has been met
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 348,617 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
Section 162 - Trade or business expenses
26 U.S.C. § 162 Cited 3,615 times 180 Legal Analyses
Denying deductions for illegal bribes, kickbacks, etc.
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 1.162-27 - Certain employee remuneration in excess of $1,000,000 not deductible for taxable years beginning on or after January 1, 1994, and for taxable years beginning prior to January 1, 2018
26 C.F.R. § 1.162-27 Cited 13 times 2 Legal Analyses
Defining the chief executive officer of a publicly-held corporation as an employee for tax purposes

Turgeman v. Narachi et al

20 Cited authorities

Holding that the Delaware Supreme Court reviews de novo all demand futility rulings by the Delaware Court of Chancery

Finding letters sent by the parties prior to the execution of an agreement to be probative extrinsic evidence

Holding that an unjust enrichment claim was appropriate in the backdating context even where the defendant fails to exercise his stock options

Holding that a plaintiff must "allege with particularity why the stockholder was justified in not having made the effort to obtain board action"

Holding that directors "violate the fiduciary duties that protect shareholders" "where it can be shown that the directors involved issued their communication with the knowledge that it was deceptive or incomplete."

Concluding that same shareholder cannot both make a demand on a company and argue demand futility in a lawsuit

Affirming the Chancery Court's decision to grant a motion to dismiss in a wrongful refusal case and noting that the plaintiff could have, but did not, inspect the corporation's books and records

Holding complaint stated a claim where board failed to conduct meaningful investigation into demand letter and instead allowed management to make decisions without oversight

In Allen, the court determined that plaintiff's claims were primarily direct actions. Plaintiff's reliance upon Allen to support his contentions is misplaced.

Finding that Rule 23.1 is not the source of a demand requirement but is only a procedural requirement empowering federal courts to determine from the pleadings whether the demand requirement has been met

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

Denying deductions for illegal bribes, kickbacks, etc.

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

Defining the chief executive officer of a publicly-held corporation as an employee for tax purposes