Braddock v. Zimmerman

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that demand futility should be analyzed as of the date of an amended complaint asserting derivative claims when such claims were not “validly in litigation” immediately prior to the amendment
• explaining that Delaware law usually excuses demand where there is a reasonable doubt that the directors are disinterested or that the challenged transaction was the product of a valid business judgment
• stating the demand requirement is a substantive right designed to give the corporation the opportunity to rectify an alleged wrong without litigation and control any litigation that arises
• “The phrase ‘without prejudice’ will mean only that the otherwise final judgment does not operate as a res judicata bar to preclude a subsequent lawsuit on the same cause of action.”
• “[T]he term ‘validly in litigation’ means a proceeding that can or has survived a motion to dismiss.” (emphasis added)
• “A claim is not validly in litigation unless it “can or has survived a motion to dismiss.”

Source: CourtListener parenthetical corpus (CC0).