In Re Citigroup Inc. Shareholder Derivative Litigation

How courts have described this case

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

• noting that bad business decisions are not the same as bad faith conduct from consciously disregarding duties
• noting director oversight claims “place an extremely high burden on a plaintiff”
• explaining demand is futile “in the rare case when a plaintiff is able to show director conduct that is so egregious on its face that board approval cannot meet the test of business judgment, and a substantial likelihood of director liability therefore exists”
• “Merely alleging that there were signs of problems in the subprime mortgage market is not sufficient to show that the director defendants knew that Citigroup’s disclosures were false or misleading.”
• “To impose oversight liability on directors for failure to monitor ‘excessive’ risk would involve courts in conducting hindsight evaluations of decisions at the heart of the business judgment of directors.”
• “Demand is not excused solely because the directors would be deciding to sue themselves”

Source: CourtListener parenthetical corpus (CC0).