Leal v. Meeks

STRINE, Chief Justice:

I. INTRODUCTION

These appeals were scheduled for argument on the same day because they turn on a single legal question: in an action for damages against corporate fiduciaries, where the plaintiff challenges an interested transaction that is presumptively subject to entire fairness review, must the plaintiff plead a non-exculpated claim against the disinterested, independent directors to survive a motion to dismiss by those directors? 1 We answer that question in the affirmative. A plaintiff seeking only monetary damages must plead non-exculpated claims against a director…