Johnston v. Box

In this appeal, we consider whether a complaint in a shareholder derivative action is sufficient under Delaware law to survive a motion to dismiss. Specifically, we must determine whether its particularized factual allegations create a reasonable doubt that the board of directors (board) of American Tower Corporation (ATC) was capable of exercising independent and disinterested judgment in responding to allegations that former and current officers and directors had colluded in the improper backdating of stock options. If the factual allegations are sufficient, the plaintiff stockholder, Eric…