Sandys Ex Rel. Zynga Inc. v. Pincus

*126STRINE, Chief Justice,

for the Majority:

I

This appeal in a derivative suit brought by a stockholder of Zynga, Inc. turns on whether the Court of Chancery correctly found that a majority of the Zynga board could impartially consider a demand and thus corr.ectly dismissed the complaint for failure, to plead demand excusal under Court of Chancery Rule 23.1. This case again highlights the wisdom of the representative plaintiff bar heeding the repeated admonitions of this Court and the Court of Chancery to make a diligent pre-suit investigation into the board’s independence so that a complaint can…