Flashcard Set Preview
| Side A | Side B | ||
| 1 |
Demand requirement for DE:
|
There must be a
pre-suit demand on the board, explaining the claims that...
|
|
| 2 |
Exception to demand in DE:
|
EXCEPTION:
General requirement but can avoid demand where it will likely...
|
|
| 3 |
Define "reasonable doubt" for purposes of demand futility and BJR
|
“Reasonable
doubt” in corporate jurisprudence means “the SH has...
|
|
| 4 |
Problem with DE Rule 23.1 heightened pleading standards:
|
Must allege with particular facts but cannot do discovery until a discovery has been made on...
|
|
| 5 |
Difference in derivative suit and direct suit?
|
A suit is derivative unless the complaining shareholders
have suffered...
|
|
| 6 |
Does a powerful shareholder in and of itself show lack of independence?
|
powerful
shareholder does not in and of itself show lack of independence
Must
show...
|
|
| 7 |
Does the Aronson Test apply in all futility situations?
|
The
Aronson test does not apply to every
demand futility motion. ...
|
|
| 8 |
The situation where the Aronson Test for demand futility would not be applicable would arise...
|
§ 1) Where a business decision
was made by the board of a company,...
|
|
| 9 |
What if demand is refused in DE?
|
In
cases where demand has been made, the plaintiff is deemed to have tacitly
conceded...
|
|
| 10 |
In situations where the Aronson Test for demand futiility is not applicable bc the current...
|
Instead, should look at whether the
board that would be addressing the...
|
|
| 11 |
How does one establish "lack of independence" under Aronson's first prong?
|
“To establish lack of independence, a П meets his burden by
showing...
|
|
| 12 |
How should a court treat a corporation who creates an independent committee to avoid the "disinterested"...
|
3 views:
1.
NY – A court...
|
|
| 13 |
In DE, how does a court treat a corporation who creates an independent committee to avoid...
|
a court should 1) inquire into the
independence and good faith of an...
|
|
| 14 |
While the analysis for futility is different where the challenged decision is not a decision...
|
If corp sets up a compensation committee but 1/2 of the compensation committee also sat on...
|
|
| 15 |
Rales test for demand futility:
|
Rule
of Rales—in some circumstances, where
the plaintiff is trying...
|
No comments yet! Be the first to add a comment below!
Please login to post comments.
After login, we will forward you back to this flashcard.