Ninth Circuit reaffirms that a plaintiff must plead detailed facts demonstrating that at least half of directors could not have exercised disinterested business judgment in responding to a shareholder demand
Client Memorandum

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On December 26, 2018, the Ninth Circuit issued a decision in a shareholder derivative action that alleged that Disney’s board of directors and several corporate officers participated in a conspiracy regarding poaching of competitor talent.  The Ninth Circuit affirmed the district court’s dismissal of that litigation, concluding that the plaintiff had failed to show that it would have been futile to make a demand of Disney’s board.