The Delaware Court of Chancery, in Mark Gottlieb v. Jonathan Duskin, et al. and Christopher & Banks, Corp., C.A. No. 2019-0639-MTZ, letter op. (Del. Ch. Nov. 20, 2020), dismissed derivative breach of fiduciary duty claim challenging directors’ defensive actions, allegedly taken for entrenchment purposes, for failure to plead demand futility, finding that application of enhanced scrutiny under Unocal did not, standing alone, excuse demand.
NEW: Morris James discusses the decision in Chancery Dismisses Derivative Action for Failure to Plead Demand Futility Despite Unocal Enhanced Scrutiny.
Shearman & Sterling discusses the decision in Delaware Court of Chancery Dismisses Derivative Claims for Failure to Plead Demand Futility Notwithstanding Unocal Enhanced Scrutiny.