56 Cited authorities

Clapper v. Amnesty Int'l USA
568 U.S. 398 (2013) Cited 3,057 times 169 Legal Analyses
Holding that respondents could not establish injury by relying on a "speculative chain of possibilities"
Kamen v. Kemper Financial Services, Inc.
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
Edgar v. MITE Corp.
457 U.S. 624 (1982) Cited 769 times 22 Legal Analyses
Holding that "matters peculiar to the relationships among or between the corporation and its current officers, directors, and shareholders" are a corporation's internal affairs
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))
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
Malpiede v. Townson
780 A.2d 1075 (Del. 2001) Cited 683 times 4 Legal Analyses
Holding that although consideration of the corporate charter's indemnification provisions would normally convert a motion to dismiss into a motion for summary judgment, the lower court's failure to do so was not reversible error.
No. 84 Employer-Teamster v. America W. Holding
320 F.3d 920 (9th Cir. 2003) Cited 487 times 1 Legal Analyses
Holding that the allegations must be considered in their totality in determining whether plaintiffs have met the PSLRA standard
South Ferry v. Killinger
542 F.3d 776 (9th Cir. 2008) Cited 376 times 2 Legal Analyses
Holding that “detailed and specific allegations about management's exposure to factual information within the company” support an inference of scienter
Nedlloyd Lines B.V. v. Superior Court
3 Cal.4th 459 (Cal. 1992) Cited 567 times 14 Legal Analyses
Holding that the phrase "governed by" in a choice of law clause compels the "logical conclusion" that the parties "intended that law to apply to all disputes arising out of the transaction or relationship"
Wood v. Baum
953 A.2d 136 (Del. 2008) Cited 291 times 1 Legal Analyses
Holding "that membership on the Audit Committee is a sufficient basis to infer the requisite scienter . . . is contrary to well-settled Delaware law."
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
Section 2116 - Liability of directors
Cal. Corp. Code § 2116 Cited 57 times 14 Legal Analyses
Providing that “[t]he directors of a foreign corporation transacting intrastate business are liable to the corporation, its shareholders, creditors, receiver, liquidator or trustee in bankruptcy for ... [any] violation of official duty according to any applicable laws of the state or place of incorporation or organization, whether committed or done in this state or elsewhere”
Section 2115 - Laws applicable to foreign corporation
Cal. Corp. Code § 2115 Cited 36 times 20 Legal Analyses
Codifying this exception

Voss v. Sutardja et al

56 Cited authorities

Holding that respondents could not establish injury by relying on a "speculative chain of possibilities"

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 "matters peculiar to the relationships among or between the corporation and its current officers, directors, and shareholders" are a corporation's internal affairs

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 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 although consideration of the corporate charter's indemnification provisions would normally convert a motion to dismiss into a motion for summary judgment, the lower court's failure to do so was not reversible error.

Holding that the allegations must be considered in their totality in determining whether plaintiffs have met the PSLRA standard

Holding that “detailed and specific allegations about management's exposure to factual information within the company” support an inference of scienter

Holding that the phrase "governed by" in a choice of law clause compels the "logical conclusion" that the parties "intended that law to apply to all disputes arising out of the transaction or relationship"

Holding "that membership on the Audit Committee is a sufficient basis to infer the requisite scienter . . . is contrary to well-settled Delaware law."

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

Codifying this exception