Futility Of Demand

173 Florida cases classified under this topic · sorted by citation count · browse and sort

• Landy v. Fed. Deposit Ins. Corp.
  486 F.2d 139· 3d Cir.· 1973-07-30 ·cited 138×
  An appellate court's review is limited to the record that existed when the district court entered its order, and subsequent events cannot be considered to determine if the district court erred.
• In re Ezcorp Inc. Consulting Agreement Derivative Litig. C.A. No. 9962-VCL
  Del. Ch.· 2016-01-15 ·cited 114×
  The Court of Chancery granted the motion to dismiss the claims against outside directors Joseph J. Beal, William C. Love, and John Farrell. The dismissal is with prejudice as to the named plaintiff, Lawrence Treppel, only. The court found that Court of Chancery Rule 15(aaa) manda
• McCabe v. Foley
  184 F.R.D. 494· M.D. Fla.· 2006-03-06 ·cited 91×
  The court granted defendants' motion for a temporary stay of discovery and protective order, finding they showed good cause due to pending dispositive motions that appeared meritorious.
• Lewis v. Curtis
  671 F.2d 779· 3d Cir.· 1982-03-03 ·cited 56×
  The court held that the district court abused its discretion by denying leave to amend the complaint and by dismissing the action, as the amended complaint sufficiently alleged futility of demand and the original complaint's verification based on a Wall Street Journal article was
• Subin v. Goldsmith
  224 F.2d 753· 2d Cir.· 1955-06-03 ·cited 56×
  The court held that the allegations in Counts I-IV were insufficient to state a claim for relief under SEC Rule X-14A-9, and that summary judgment was properly granted for Count V due to lack of proof.
• Beam
  Del.· 2004-03-31 ·cited 45×
  The Court affirmed the dismissal of the derivative suit, holding that the plaintiff failed to plead sufficient particularized facts to demonstrate demand futility. Allegations of mere friendship or social connections between directors and the controlling shareholder were insuffic
• In re Kauffman Mut. Fund Actions. Joseph B. Kauffman
  479 F.2d 257· 1st Cir.· 1973-05-14 ·cited 45×
  The court held that allegations of director acquiescence in illegal fee agreements were insufficient to excuse demand on the board because it was not shown that the unaffiliated directors who would have voted on the demand were the same ones who approved the original contracts.
• Elfenbein v. Gulf & W. Indus., Inc.
  590 F.2d 445· 2d Cir.· 1978-12-21 ·cited 44×
  The court held that a dismissal 'without prejudice to its renewal' is a final, appealable order, and that the plaintiff failed to adequately plead futility to excuse demand on the board.
• Cathedral Ests., Inc. v. The Taft Realty Corp.
  228 F.2d 85· 2d Cir.· 1955-12-06 ·cited 40×
  The court held that a transaction involving interested directors is voidable regardless of fairness if their votes were necessary, and that a demand on conflicted directors in a derivative suit is excused if futile.
• McNAMARA v. Johnston
  522 F.2d 1157· 7th Cir.· 1975-09-16 ·cited 36×
  Union officers are not liable under LMRDA § 501 for expenditures authorized by the union's constitution and resolutions, even if those expenditures might violate other statutes like the Corrupt Practices Act.
• Greenspun v. DEL E. Webb Corp.
  634 F.2d 1204· 9th Cir.· 1980-12-29 ·cited 32×
  The court held that personal jurisdiction should have been exercised over two defendants, but the plaintiff failed to comply with the demand requirement of Fed.R.Civ.P. 23.1, and the Foundation was not an indispensable party.
• Galef v. Alexander
  615 F.2d 51· 2d Cir.· 1980-01-22 ·cited 32×
  The court held that federal securities claims under § 14(a) are not subject to dismissal under the business judgment rule when directors who are defendants seek dismissal. State law claims must be reconsidered under Ohio law regarding director interest.
• Grossman v. Johnson
  674 F.2d 115· 1st Cir.· 1982-03-29 ·cited 22×
  A shareholder bringing a derivative action under section 36(b) of the Investment Company Act of 1940 must comply with the demand requirement of Rule 23.1 of the Federal Rules of Civil Procedure, and a demand made after the suit is filed does not cure the defect.
• Lewis v. Graves
  701 F.2d 245· 2d Cir.· 1983-02-28 ·cited 20×
  The court held that mere approval of transactions by directors, without particularized allegations of self-dealing or bias, is insufficient to establish futility and excuse the demand requirement under Rule 23.1.
• Heit v. Baird
  567 F.2d 1157· 1st Cir.· 1977-12-29 ·cited 20×
  The court held that the plaintiff failed to allege with sufficient particularity that the directors engaged in a transaction so contrary to corporate goals as to excuse the demand requirement under Rule 23.1.
• Marquis Theatre Corp. v. Condado Mini Cinema
  846 F.2d 86· 1st Cir.· 1988-05-05 ·cited 19×
  The court held that the district court did not abuse its discretion in striking the defendant's pleadings as a sanction for discovery violations, and that the plaintiff presented sufficient evidence of liability and damages, but reversed certain damages awarded for a period when
• Kaster v. Modification Sys., Inc.
  731 F.2d 1014· 2d Cir.· 1984-03-27 ·cited 17×
  The court held that the futility exception to the demand rule under F.R.Civ.P. 23.1 should apply, and the further amended complaint should be reinstated, given the allegations of complete corporate domination by one shareholder.
• Brody v. Chem. Bank
  517 F.2d 932· 2d Cir.· 1975-06-09 ·cited 17×
  A shareholder derivative suit requires demand on the current board of directors, and allegations of futility must relate to that current board.
• Abramowitz v. Posner
  672 F.2d 1025· 2d Cir.· 1982-02-09 ·cited 16×
  The court held that a corporation's disinterested directors' good faith business judgment to terminate derivative litigation is conclusive and bars the suit, provided state law permits it and it does not offend federal policy.
• Belcher v. Irwin Edward Schilling
  309 So. 2d 32· Fla. 3d DCA· 1975-02-25 ·cited 16×
  In this shareholders' derivative action, the Florida District Court of Appeal held that minority shareholders who did not personally give proxies have standing to challenge allegedly fraudulent proxy solicitations, and that a derivative action is properly maintainable when the bo
• Gottesman v. Gen. Motors Corp. & E. I. du Pont de Nemours & Co.
  268 F.2d 194· 2d Cir.· 1959-06-18 ·cited 16×
  The dissenting judge would grant the motion for leave to appeal the interlocutory order.
• In re EL Paso Pipeline P'rs
  2015 WL 1815846· Del. Ch.· 2015-12-02 ·cited 15×
  The Court held that a claim for breach of a limited partnership agreement is a direct claim, not a derivative one, and therefore survived the merger. Even if the claim had dual characteristics, it could be litigated directly post-merger. The Court denied the General Partner's mot
• Starrels v. First Nat'l Bank OF Chicago
  870 F.2d 1168· 7th Cir.· 1989-02-24 ·cited 15×
  The court's opinion, a concurrence, critiques the Delaware Supreme Court's Aronson standard for excusing demand in shareholder derivative suits, suggesting it creates more litigation than it prevents and is difficult to apply.
• Vernars v. Young
  539 F.2d 966· 3d Cir.· 1976-08-12 ·cited 12×
  The court held that a shareholder's conclusory allegation of director control is insufficient to excuse demand under Rule 23.1, but opening and reading personal mail addressed to an individual at a corporate office constitutes an invasion of privacy under Pennsylvania law.
• Mollie Nussbacher v. Cont'l Ill. Nat'l Bank & Tr. Co. OF Chicago
  518 F.2d 873· 7th Cir.· 1975-07-15 ·cited 12×
  A stockholder seeking to bring a derivative suit is excused from the demand requirement of Rule 23.1 if the board of directors has demonstrated an inflexible position against pursuing the action.
• Brody v. Chem. Bank
  482 F.2d 1111· 2d Cir.· 1973-07-03 ·cited 12×
  The court held that the dismissal of the derivative counts was erroneous because Delaware law may excuse a shareholder demand when the alleged wrongs are unratifiable by stockholders.
• Swanson v. Traer
  249 F.2d 854· 7th Cir.· 1957-11-29 ·cited 12×
  The court held that the complaint was deficient because it failed to allege an underlying cause of action in the corporation itself, rendering the stockholders' standing irrelevant.
• Renshaw v. State Ex Rel. Hickland
  5 So.2d 700· Fla.· 1942-01-20 ·cited 12×
  In this mandamus case, the Florida Supreme Court reversed an order requiring the City of Miami Beach to reinstate a discharged taxi cab inspector and pay back salary. The court held that the relator's two-year delay in asserting his reinstatement rights, absent justification, bar
• Clark v. Lomas & Nettleton Fin. Corp.
  625 F.2d 49· 5th Cir.· 1980-08-28 ·cited 11×
  Corporate directors' conflict of interest, stemming from controlling shareholders' influence, invalidates their authority to compromise shareholder derivative claims, even if the settlement terms appear fair.
• Untermeyer v. Fid. Daily Income Tr.
  580 F.2d 22· 1st Cir.· 1978-08-02 ·cited 10×
  The court held that an evenly split board of trustees (two interested, two disinterested) does not excuse a demand on the trustees before a shareholder derivative action can be filed, as it presents speculative possibilities for conciliation rather than certainty.
• Halprin v. Babbitt
  303 F.2d 138· 1st Cir.· 1962-05-16 ·cited 10×
  A minority stockholder's derivative suit may proceed if the majority stockholders and directors acquiesce, even without express authorization, provided a proper demand was made or excused.
• Diduck v. Kaszycki & Sons Contractors, Inc.
  974 F.2d 270· 2d Cir.· 1992-08-31 ·cited 8×
  A union trustee breached his fiduciary duty under ERISA § 404 by failing to report Polish workers and obtain contributions for them during the period when union workers were present at the site, and this breach involved fraud, satisfying the statute of limitations requirement und
• Meltzer v. Atl. Research Corp.
  330 F.2d 946· 4th Cir.· 1964-04-09 ·cited 8×
  A shareholder is excused from making a demand on directors or shareholders before filing a derivative suit if the well-pleaded facts demonstrate that such a demand would be futile.
• Peller v. S. Co.
  911 F.2d 1532· 11th Cir.· 1990-09-14 ·cited 7×
  The court held that the district court did not abuse its discretion in finding that demand was excused and in rejecting the litigation committee's recommendation to dismiss the derivative suit.
• Adam Grabski ex rel. Coinbase Global, Inc.
  Del. Ch.· 2026-01-30 ·cited 6×
  In a shareholder derivative action against Coinbase directors and officers for alleged insider trading during the company's direct listing, the Delaware Court of Chancery denied a Special Litigation Committee's (SLC) motion to terminate the lawsuit, finding material disputes rega
• Blasband v. Rales
  971 F.2d 1034· 3d Cir.· 1992-07-31 ·cited 6×
  The court held that the plaintiff has standing to bring a derivative action despite a merger, but has not adequately pleaded demand futility.
• Gaubert v. Fed. Home Loan Bank Bd.
  863 F.2d 59· D.C. Cir.· 1988-12-09 ·cited 6×
  The court held that the plaintiff's allegations of demand futility lacked the requisite particularity under Rule 23.1, and that there is no per se exception to the demand requirement in the context of a receivership appointment under 12 U.S.C. § 1464(d)(6)(A).
• Allright Mo., Inc. v. Billeter
  829 F.2d 631· 8th Cir.· 1987-09-16 ·cited 6×
  The court held that limited partners have the capacity to bring derivative suits under Missouri law and that Allright adequately complied with federal procedural rules for such suits. However, the court affirmed the dismissal of the RICO claim for failure to allege a pattern of r
• Papilsky v. Berndt
  503 F.2d 554· 2d Cir.· 1974-05-24 ·cited 6×
  The court held that an order denying a motion to dismiss a derivative complaint for failure to comply with the particularity requirements of Fed.R.Civ.P. 23.1 is not immediately appealable under 28 U.S.C. § 1292(b) or the collateral order doctrine.
• RCM Sec. Fund, Inc. v. Stanton
  928 F.2d 1318· 2d Cir.· 1991-03-26 ·cited 4×
  State law, not federal law, governs the adequacy of a shareholder's demand on a corporation's board of directors in a derivative action, including the futility exception.
• Melvyn I. Weiss v. Temp. Inv. Fund, Inc.
  692 F.2d 928· 3d Cir.· 1982-11-12 ·cited 4×
  A shareholder suit under section 36(b) of the Investment Company Act of 1940 is a derivative action subject to the demand requirement of Fed.R.Civ.P. 23.1, and the complaint did not sufficiently allege futility to excuse demand.
• First Am. Bank & Tr. by Levitt v. Frogel
  726 F. Supp. 1292· S.D. Fla.· 1989-10-19 ·cited 3×
  The court denied the motion to dismiss, finding the complaint stated claims under federal securities laws and state law, and that procedural requirements for class and derivative actions were met at this stage.
• Jerrell Whitten v. Clarke
  41 F.4th 1340· 11th Cir.· 2022-07-27 ·cited 2×
  The court held that the plaintiff failed to adequately plead with particularity that demand on the board was excused, as required by Delaware law and Federal Rule of Civil Procedure 23.1.
• In & for New Castle Cnty. David B. Shaev Profit Sharing Account v. C.A. No. 1449-N C. Michael Armstrong
  2003 Del. Ch. LEXIS 61· Del. Ch.· 2006-02-13 ·cited 2×
  The court granted the defendants' motion to dismiss, finding that the plaintiff failed to plead particularized facts sufficient to establish a breach of fiduciary duty for inaction or to excuse demand futility. The complaint alleged little more than the prior dismissed case and d
• Turul v. Rogatol Distribs., Inc.
  951 F.2d 1· 1st Cir.· 1991-11-27 ·cited 2×
  The court held that a shareholder derivative action complaint must plead with particularity either that demand was made on the corporation or that demand was futile, as required by Federal Rule of Civil Procedure 23.1.
• Bach v. Nat'l W. Life Ins. Co.
  810 F.2d 509· 5th Cir.· 1987-02-23 ·cited 2×
  The court held that Colorado law would not excuse demand in this shareholder derivative suit, and thus the special litigation committee's decision to dismiss the suit was entitled to business judgment rule deference.
• Vanderbilt v. Peck
  725 F.2d 204· 3d Cir.· 1983-12-28 ·cited 2×
  The court held that the district court abused its discretion by dismissing derivative plaintiffs Vanderbilt and Noah without making requisite findings of fact regarding antagonistic interests and demand futility. The court reversed the dismissals and remanded for further proceedi
• Untermeyer v. Fid. Daily Income Tr.
  564 F.2d 615· 1st Cir.· 1977-11-02 ·cited 2×
  The court held that a judgment of dismissal without express reservation implicitly denies pending motions, and remanded to clarify whether the motion to amend was denied or left open.
• Chrystall ex rel. Serden Techs., Inc. v. Serden Techs.
  462 F. Supp. 2d 1206· S.D. Fla.· 2012-12-21 ·cited 1×
  The court held that the plaintiff sufficiently pleaded demand futility regarding the Settlement Agreement due to the defendant director's disabling financial interest, but not regarding the Licensing Agreement due to a lack of particularized facts.
• In re Target Corp. S'holder Class Action Litig.
  M.D. Fla.· 2025-11-14
  The court granted the renewed motion to transfer the shareholder class action and derivative action to the District of Minnesota, finding that the convenience of parties and witnesses, locus of operative facts, and familiarity with governing law weighed in favor of transfer.