11 Delaware opinions name it 1 courts 2008–2022 4 in the last five years
The cases below were cited by Delaware courts in a sentence that names this issue. Sides come from how each citing opinion treated the case (Syfertize flag on that citation), so a case can appear on both: that is where the law is contested. A red or yellow chip is the case's own overall treatment.
| Case | Followed | Cited |
|---|---|---|
Wood v. Baumgreen2 sentences2020Ch. 1995); see also Wood, 953 A.2d 136, 142 (Del. 2008) (evaluating demand futility under Rales in context of limited liability company; holding that if “directors are contractually or otherwise exculpated from liability for certain conduct, then a serious threat of liability may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors based on particularized facts” (emphasis in original) (internal quotation marks omitted)); DiRienzo, 2013 WL 5503034 , at *28 (applying contractual exculpation provisions in partnership agreement when evaluating whether general 2018C. §102(b)(7).128 Due to this provision, “a serious threat of liability may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors based on particularized facts.”129 The October 2014 transaction is not, in light of this provision, “so egregious on its face that . . . a substantial likelihood of director liability exists.”130 Simply saying that demand is futile because directors would have to sue themselves is insufficient.131 128 Special Committee Defs.’ Opening Br., Ex. 5 Art. 7. 129 Wood v. Baum, 953 A.2d 136, 141 (Del. 2008). 130 Friedman v. Khosrowshahi | 4 | 4 |
Guttman v. Huanggreen2 sentences2017C. § 102(b)(7).”98 Where, as here,99 the company’s charter “insulates the directors from liability for breaches of the duty of care, then a serious threat of liability may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors”100 such as a breach of the duty of loyalty.101 96 Aronson, 473 A.3d at 815. 97 See Gifford, 918 A.2d at 355 . 98 Guttman v. Huang, 823 A.2d 492, 501 (Del. 2017Additionally, “[w]here directors are contractually or otherwise exculpated from liability for certain conduct, ‘then a serious threat of liability may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors based on particularized facts.’” Wood v. Baum, 953 A.2d 136, 141 (Del. 2008) (quoting Guttman, 823 A.2d at 501 ). 154 918 A.2d 341 (Del. | 2 | 3 |
Ryan v. Giffordgreen2 sentences2017C. § 102(b)(7).”98 Where, as here,99 the company’s charter “insulates the directors from liability for breaches of the duty of care, then a serious threat of liability may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors”100 such as a breach of the duty of loyalty.101 96 Aronson, 473 A.3d at 815. 97 See Gifford, 918 A.2d at 355 . 98 Guttman v. Huang, 823 A.2d 492, 501 (Del. 2017Additionally, “[w]here directors are contractually or otherwise exculpated from liability for certain conduct, ‘then a serious threat of liability may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors based on particularized facts.’” Wood v. Baum, 953 A.2d 136, 141 (Del. 2008) (quoting Guttman, 823 A.2d at 501 ). 154 918 A.2d 341 (Del. | 1 | 3 |
Pogostin v. Ricegreen1 sentence2019This decision accepts these points for the sake of argument only and does evaluate at a granular level the sufficiency of the facts alleged in support of these arguments. 45 Rales, 634 A.2d at 933 (quoting Pogostin v. Rice, 480 A.2d 619, 624 (Del. 1984)). 46 Ryan v. Gifford, 918 A.2d 341, 355 (Del. | 1 | 1 |
McMillan v. Intercargo Corp.green1 sentence2008This is necessary to protect the exculpatory provision's "guarantee that the defendant directors do not suffer discovery or a trial simply because the plaintiffs have stated a non-cognizable damages claim for a breach of the duty of care.” McMillan v. Intercargo Corp:, 768 A.2d 492, 501-02 (Del.Ch.2000). | 1 | 1 |
Brehm v. Eisnergreen1 sentence2008Id. at 814 . *648 substitute for the pleading of particularized facts.”). 25 .See Brehm v. Eisner, 746 A.2d 244, 254 (Del.2000) (“[Demand futility] is not satisfied by conclusory statements ... [w]hat the pleader must set forth are particularized factual statements that are essential to the claim.”); Guttman v. Huang, 823 A.2d 492, 499 (Del.Ch.2003) ("[The court] cannot accept cursory contentions of wrongdoing as a 26 .See Guttman, 823 A.2d at 501 (Del.Ch. 2003) (''[I]n the event that the charter insulates the directors from liability for breaches of the duty of care, then a serious threat of | 1 | 1 |
| Case | Negative | Cited |
|---|---|---|
| No negative-treatment citations attached to this issue in Delaware. Read the followed side critically anyway. | ||
| Case | Cited | Years |
|---|---|---|
Teamsters Union 25 Health Services & Insurance Plan v. Gavin Baiera
green
2 sentences2021C. § 102(b)(7) (providing that exculpation would apply to a stockholder who served as a director only for claims of “breach of fiduciary duty as a director”). 359 See Baiera, 119 A.3d at 62–63 (noting that where the corporation’s “charter includes an exculpatory provision . . . a substantial likelihood of liability ‘may be found to exist if the plaintiff pleads a non-exculpated claim against the directors based on particularized facts’”); Zuckerberg, 2020 WL 6266162 , at *17 (observing that, after Cornerstone, “the fact that entire fairness may govern the underlying claim does not give rise to 2021C. § 102(b)(7), “a substantial likelihood of liability may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors based on particularized facts.” Baiera, 119 A.3d at 62 . | 5 | 2017–2021 |
Aronson v. Lewis
green
2 sentences2022C. § 102(b)(7), “a substantial likelihood of liability 72 Rales, 634 A.2d at 936 . 73 Id. (citing Aronson, 473 A.2d at 815 ). 23 may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors based on particularized facts.”74 Whether a director faces a substantial likelihood of liability from a non-exculpated claim “turns primarily on . . . whether the complaint pleads particularized facts that support a reasonable inference that the director’s decision could be attributed to bad faith.”75 Plaintiff has not demonstrated that Clegg, Dunn, or Acton face a substan 2020C. § 102(b)(7), “a substantial likelihood of liability may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors based on particularized facts.”95 To meet this burden, Plaintiff alleges a majority of the Board face a substantial likelihood of liability for either authorizing or failing to prevent the alleged misstatements. 96 As noted, while the Complaint contains classic Caremark language alleging a lack of board oversight and inadequate internal controls, Plaintiff denies 93 Compl. ¶ 78; Rales, 634 A.2d at 934 . 94 Rales, 634 A.2d at 936 (quoting Aronson | 3 | 2008–2022 |
Rales v. Blasband Ex Rel. Easco Hand Tools, Inc.
red
2 sentences2022C. § 102(b)(7), “a substantial likelihood of liability 72 Rales, 634 A.2d at 936 . 73 Id. (citing Aronson, 473 A.2d at 815 ). 23 may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors based on particularized facts.”74 Whether a director faces a substantial likelihood of liability from a non-exculpated claim “turns primarily on . . . whether the complaint pleads particularized facts that support a reasonable inference that the director’s decision could be attributed to bad faith.”75 Plaintiff has not demonstrated that Clegg, Dunn, or Acton face a substan 2022C. § 102(b)(7), “a substantial likelihood of liability 72 Rales, 634 A.2d at 936 . 73 Id. (citing Aronson, 473 A.2d at 815 ). 23 may only be found to exist if the plaintiff pleads a non-exculpated claim against the directors based on particularized facts.”74 Whether a director faces a substantial likelihood of liability from a non-exculpated claim “turns primarily on . . . whether the complaint pleads particularized facts that support a reasonable inference that the director’s decision could be attributed to bad faith.”75 Plaintiff has not demonstrated that Clegg, Dunn, or Acton face a substan | 3 | 2019–2022 |
Counted by distinct opinions that both name this issue and are annotated to the section; sections every opinion cites regardless of issue are not filtered here, so read the counts against the total above.
Opinions by the citing court's state. A doctrine retained in one state and abandoned in another shows up here as a year span that stalls.