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10 Delaware opinions name it 1 courts 2014–2025 3 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 |
|---|---|---|
Grobow v. Perotred2 sentences2025A trial court need not blindly accept as true all allegations, nor must it draw all inferences from them in plaintiffs’ favor unless they are reasonable inferences.’” (quoting Grobow v. Perot, 539 A.2d 180, 187 (Del. 1988))). 116 262 A.3d 1034 (Del. 2021). 21 face a substantial likelihood of liability on any of the claims that are the subject of the litigation demand.117 If “the answer to any of the questions is ‘yes’ for at least half of the members of the demand board, then demand is excused as futile.”118 When this action was filed, IRL’s Board had five members: Desai, Maples, Chien, Dayal, 2025A trial court need not blindly accept as true all allegations, nor must it draw all inferences from them in plaintiffs’ favor unless they are reasonable inferences.’” (quoting Grobow v. Perot, 539 A.2d 180, 187 (Del. 1988))). 116 262 A.3d 1034 (Del. 2021). 21 face a substantial likelihood of liability on any of the claims that are the subject of the litigation demand.117 If “the answer to any of the questions is ‘yes’ for at least half of the members of the demand board, then demand is excused as futile.”118 When this action was filed, IRL’s Board had five members: Desai, Maples, Chien, Dayal, | 2 | 2 |
White v. Panicgreen2 sentences2025Louis on behalf of Marriott Int’l, Inc. v. Sorenson, 2021 WL 4593777 , at *6 (Del. Ch. Oct. 5, 2021). 20 Under Court of Chancery Rule 23.1, a plaintiff who forgos making a litigation demand on the corporation’s board must plead “particularized facts” supporting a reasonable inference that “demand is excused because the board is incapable of exercising its power and authority to pursue the derivative claims directly.”114 Conclusory allegations will not suffice.115 To assess demand futility, this court applies the “universal” three-part test established in United Food & Commercial Workers Union 2025Louis on behalf of Marriott Int’l, Inc. v. Sorenson, 2021 WL 4593777 , at *6 (Del. Ch. Oct. 5, 2021). 20 Under Court of Chancery Rule 23.1, a plaintiff who forgos making a litigation demand on the corporation’s board must plead “particularized facts” supporting a reasonable inference that “demand is excused because the board is incapable of exercising its power and authority to pursue the derivative claims directly.”114 Conclusory allegations will not suffice.115 To assess demand futility, this court applies the “universal” three-part test established in United Food & Commercial Workers Union | 2 | 2 |
Brehm v. Eisnergreen2 sentences2025Louis on behalf of Marriott Int’l, Inc. v. Sorenson, 2021 WL 4593777 , at *6 (Del. Ch. Oct. 5, 2021). 20 Under Court of Chancery Rule 23.1, a plaintiff who forgos making a litigation demand on the corporation’s board must plead “particularized facts” supporting a reasonable inference that “demand is excused because the board is incapable of exercising its power and authority to pursue the derivative claims directly.”114 Conclusory allegations will not suffice.115 To assess demand futility, this court applies the “universal” three-part test established in United Food & Commercial Workers Union 2025Louis on behalf of Marriott Int’l, Inc. v. Sorenson, 2021 WL 4593777 , at *6 (Del. Ch. Oct. 5, 2021). 20 Under Court of Chancery Rule 23.1, a plaintiff who forgos making a litigation demand on the corporation’s board must plead “particularized facts” supporting a reasonable inference that “demand is excused because the board is incapable of exercising its power and authority to pursue the derivative claims directly.”114 Conclusory allegations will not suffice.115 To assess demand futility, this court applies the “universal” three-part test established in United Food & Commercial Workers Union | 2 | 2 |
In Re infoUSA, Inc. Shareholders Litigationgreen2 sentences2017See, e.g., In re INFOUSA, Inc. Shareholders Litig., 953 A.2d 963 , 985-90 (Del. Ch. 2007) (performing a director by director inquiry). 112 In re INFOUSA, 953 A.2d at 986 . 113 Jan. 31, 2017 Oral Argument Tr. 47:22-48:5. 27 complaint sufficient to create a reasonable doubt that a majority of directors were incapable of exercising business judgment. 2017See, e.g., In re INFOUSA, Inc. Shareholders Litig., 953 A.2d 963 , 985-90 (Del. Ch. 2007) (performing a director by director inquiry). 112 In re INFOUSA, 953 A.2d at 986 . 113 Jan. 31, 2017 Oral Argument Tr. 47:22-48:5. 27 complaint sufficient to create a reasonable doubt that a majority of directors were incapable of exercising business judgment. | 1 | 1 |
Stone v. Rittergreen1 sentence2016Co. v. Ryan, 970 A.2d 235, 240 (Del. 2009); accord Disney II, 906 A.2d at 64–66 (defining ―subjective bad faith‖ as ―conduct motivated by an actual intent to do harm,‖ which ―constitutes classic, quintessential bad faith,‖ and ―intentional dereliction of duty‖ as ―a conscious disregard for one‘s responsibilities‖); see also Stone, 911 A.2d at 370 (holding, in the context of an oversight claim, that ―utter[] fail[ure] to implement any reporting or information system or controls‖ or, ―having implemented such a system or controls, conscious[] fail[ure] to monitor or oversee its operations‖ demons | 1 | 1 |
In Re Walt Disney Co. Derivative Litigationgreen2 sentences2016Co. v. Ryan, 970 A.2d 235, 240 (Del. 2009); accord Disney II, 906 A.2d at 64–66 (defining ―subjective bad faith‖ as ―conduct motivated by an actual intent to do harm,‖ which ―constitutes classic, quintessential bad faith,‖ and ―intentional dereliction of duty‖ as ―a conscious disregard for one‘s responsibilities‖); see also Stone, 911 A.2d at 370 (holding, in the context of an oversight claim, that ―utter[] fail[ure] to implement any reporting or information system or controls‖ or, ―having implemented such a system or controls, conscious[] fail[ure] to monitor or oversee its operations‖ demons 2016Ch. 2005), aff’d, 906 A.2d 27 (Del. 2006) (conducting a director-by-director analysis to determine if the individual members of the board, none of whom were directly interested in the hiring or termination of the corporation‘s President, acted in bad faith). 6 Lyondell Chem. | 1 | 1 |
Lyondell Chemical Co. v. Ryangreen1 sentence2016Co. v. Ryan, 970 A.2d 235, 240 (Del. 2009); accord Disney II, 906 A.2d at 64–66 (defining ―subjective bad faith‖ as ―conduct motivated by an actual intent to do harm,‖ which ―constitutes classic, quintessential bad faith,‖ and ―intentional dereliction of duty‖ as ―a conscious disregard for one‘s responsibilities‖); see also Stone, 911 A.2d at 370 (holding, in the context of an oversight claim, that ―utter[] fail[ure] to implement any reporting or information system or controls‖ or, ―having implemented such a system or controls, conscious[] fail[ure] to monitor or oversee its operations‖ demons | 1 | 1 |
McMullin v. Berangreen1 sentence2014Ch. 2013) (“To determine whether the directors approving the transaction comprised a disinterested and independent board majority, the court conducts a director-by- director analysis.”) (citing McMullin v. Beran, 765 A.2d 910, 923 (Del. 2000)). 42 See Lewis v. Fites, 1993 WL 47842 , at *3-4 (Del. | 1 | 1 |
| Case | Negative | Cited |
|---|---|---|
| No negative-treatment citations attached to this issue in Delaware. Read the followed side critically anyway. | ||
| Case | Cited | Years |
|---|---|---|
Solomon v. Armstrong
green
2 sentences2017If a board is evenly divided between compromised and non-compromised directors, then the plaintiff has succeeded in rebutting the business judgment rule.41 Consequently, to determine whether to intensify the standard of review from business judgment to entire fairness, a court counts heads.42 If a director-by-director analysis leaves insufficient directors to make up a board majority, then the court will review the board’s decision for entire fairness. “[T]he burden of pleading and proof is on the party challenging the decision to allege facts to rebut the presumption.” Solomon, 747 A.2d at 11 2017If a board is evenly divided between compromised and non-compromised directors, then the plaintiff has succeeded in rebutting the business judgment rule.41 Consequently, to determine whether to intensify the standard of review from business judgment to entire fairness, a court counts heads.42 If a director-by-director analysis leaves insufficient directors to make up a board majority, then the court will review the board’s decision for entire fairness. “[T]he burden of pleading and proof is on the party challenging the decision to allege facts to rebut the presumption.” Solomon, 747 A.2d at 11 | 3 | 2017–2023 |
Orman v. Cullman
green
2 sentences2018Compliance with Section 144 merely shifts the burden to the plaintiffs to demonstrate that the transaction was unfair.”)). 228 Orman, 794 A.2d at 22–23 (later explaining that interest can also be shown by a director standing on both sides of a transaction). 229 Frederick Hsu, 2017 WL 1437308 , at *26. 60 As noted, the Complaint alleges that a majority of the New Senior directors approved the self-dealing Acquisition at an excessive price, allowed New Senior to issue stock to finance the Acquisition at an unreasonable discount, declined to exercise their independent judgment when making those d 2018Compliance with Section 144 merely shifts the burden to the plaintiffs to demonstrate that the transaction was unfair.”)). 228 Orman, 794 A.2d at 22–23 (later explaining that interest can also be shown by a director standing on both sides of a transaction). 229 Frederick Hsu, 2017 WL 1437308 , at *26. 60 As noted, the Complaint alleges that a majority of the New Senior directors approved the self-dealing Acquisition at an excessive price, allowed New Senior to issue stock to finance the Acquisition at an unreasonable discount, declined to exercise their independent judgment when making those d | 2 | 2018–2018 |
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.