demand requirement in Connecticut

2013In Brehm v. Eisner, 746 A.2d 244 (Del. 2000), the Delaware Supreme Court, discussing shareholders who sought to circumvent the demand requirement, set forth the requirements of the particularity standard.

2006Thus, the demand requirement implements the basic principle of corporate governance that the decisions of a corporation — including the decision to initiate litigation- — • should be made by the board of directors or the majority of shareholders.” (Citations omitted; internal quotation marks omitted.) Kamen v. Kemper Financial Services, Inc., 500 U.S. 90, 101 , 111 S. Ct. 1711 , 114 L.

2006Thus, the demand requirement implements the basic principle of corporate governance that the decisions of a corporation — including the decision to initiate litigation- — • should be made by the board of directors or the majority of shareholders.” (Citations omitted; internal quotation marks omitted.) Kamen v. Kemper Financial Services, Inc., 500 U.S. 90, 101 , 111 S. Ct. 1711 , 114 L.

2002The defendants find support for their argument in the case of Shaw v. Industrial Safety Supply Co ., 23 Conn. Sup. 149 (1962), where Judge Lugg of the Court of Common Pleas sustained a demurrer to a count of a complaint in which the plaintiff had sued for damages under Section 7-308 without alleging that he had ever presented a demand or claim to the town clerk of the defendant municipality.

1991Nevertheless, the Supreme Court of Connecticut adopted the "positive assurance" test of arbitrability set forth in United Steelworkers of America v. Warrior Gulf Navigation Co., 363 U.S. 574 (1960).

1991Nonetheless, "most federal courts have applied federal law to determine if the demand requirement has been satisfied." Matter of Consumers Power Co. Derivative Litigation, 111 F.R.D. 419 , 423 (E.D.Mich. 1986); also, Lewis v. Graves, 701 F.2d 245 (S.D.N.Y. 1983); Heit v. Baird, 567 F.2d 1157 (1st Cir. 1977).

1991"To construe it as sufficient would mean that plaintiffs could readily circumvent the demand requirement merely by naming as defendants all members of the derivative corporations's board." Lewis v. Graves, 701 F.2d 245 , 249 (S.D.N.Y. 1983).

1991Nonetheless, "most federal courts have applied federal law to determine if the demand requirement has been satisfied." Matter of Consumers Power Co. Derivative Litigation, 111 F.R.D. 419 , 423 (E.D.Mich. 1986); also, Lewis v. Graves, 701 F.2d 245 (S.D.N.Y. 1983); Heit v. Baird, 567 F.2d 1157 (1st Cir. 1977).

1991"Merely naming disinterested directors as defendants does not allow the prosecutor of a derivative suit to avoid his duty to make a demand on them." Heit, supra, at 1162 . "[A]llegations that demand is futile because the directors `would be suing themselves'" are also insufficient to excuse demand.

1991Nonetheless, "most federal courts have applied federal law to determine if the demand requirement has been satisfied." Matter of Consumers Power Co. Derivative Litigation, 111 F.R.D. 419 , 423 (E.D.Mich. 1986); also, Lewis v. Graves, 701 F.2d 245 (S.D.N.Y. 1983); Heit v. Baird, 567 F.2d 1157 (1st Cir. 1977).

1950Burritt v. Belfy, 47 Conn. 323 , 325 .

1895In Cromwell v. County of Sac, 94 U. S., 351, 356 , Field, J., in illustrating the principle that an estoppel by judgment in a former action on a different cause exists only where the controverted claim was in fact litigated and adjudicated, says: “A judgment by default only admits for the purpose of the action the legality of the demand or claim in suit; it does not make the allegations of the declaration or complaint evidence in an action on a different claim.” In a recent case in England, where a judgment by default of appearance in a French court was set up as a bar to the claim, the court