In Re Lear Corp. Shareholder Litigation

How courts have described this case

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

• holding to establish demand futility, a plaintiff must “plead particularized facts supporting an inference that the directors committed a breach of the fiduciary duty of loyalty”
• dismissing unjust enrichment claim where the complaint failed to allege the defendant “was engaged in some form of wrongdoing” related to the purported enrichment
• dismissing unjust enrichment claim where the complaint failed “to support an inference that [the defendant] was engaged in some form of wrongdoing,” just as it had failed to support knowing participation in a breach
• dismissing unjust enrichment claim where the defendant “did not play a role for [] in the merger negotiation or approval process” and finding the complaint “fails to support an inference that [defendant] was engaged in some form of wrongdoing”
• “Where, as here, the board employed a special committee that met frequently, hired reputable advisors, and met frequently itself, a Caremark-based liability theory is untenable.”
• “[T]he definition [of gross negligence in corporate law] is so strict that it imports the concept of recklessness into the gross negligence standard ....”

Source: CourtListener parenthetical corpus (CC0).