Legal Opinion

In Re Baxter International, Inc. Shareholders Litigation

Court of Chancery of Delaware

Decided March 7, 1995No. Civ. A. 13130PublishedCited by 67 opinions

1Opinion of the Court

MEMORANDUM OPINION

BALICK, Vice Chancellor.

These are consolidated stockholder derivative actions. Defendants move to dismiss for failure to plead with particularity reasons for not demanding action by the directors, as required by Rule 23.1.

I

The identical complaints were filed following the public announcement of allegations of wrongdoing by Baxter International, Inc. (“Baxter”). The complaint names eighteen individual defendants. Of the seventeen directors, two are current officers and one is a former officer. The remaining defendant is an officer but not a director.

The following is a summary…

2Cases cited4 opinions

  1. Aronson v. LewisSupreme Court of Delaware · 1984
  2. Rales v. Blasband Ex Rel. Easco Hand Tools, Inc.Supreme Court of Delaware · 1993
  3. Graham v. Allis-Chalmers Manufacturing CompanySupreme Court of Delaware · 1963
  4. Miller v. SchreyerAppellate Division of the Supreme Court of the State of New York · 1994

3Cited by67 opinions

  1. In Re Caremark International Inc. Derivative LitigationCourt of Chancery of Delaware · 1996
  2. Guttman v. HuangCourt of Chancery of Delaware · 2003
  3. Wood v. BaumSupreme Court of Delaware · 2008
  4. In Re Walt Disney Co. Derivative LitigationCourt of Chancery of Delaware · 2005
  5. Desimone v. BarrowsCourt of Chancery of Delaware · 2007

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