Pogostin v. Rice

MOORE, Justice:

This stockholder derivative suit, brought on behalf of City Investing Company (“City”), was dismissed by the Court of Chancery for plaintiffs’ failure either to make a demand upon City’s board of directors for appropriate corrective action, or to allege with particularity that demand was futile, pursuant to Del.Ch.Ct.R. 23.1. 1 , The defendants are City and its board of directors, consisting of four company officers and ten outsiders. Plaintiffs charge that City’s board wrongfully rejected a tender offer for its shares, resulting in the alleged loss by its stockholders of a…