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In re InfoUSA, Inc. Shareholders Litigation

Delaware Court of Chancery

953 A.2d 963 (Del. Ch. 2007)

Relevant factsFree

Shareholders (plaintiffs) sued infoUSA's directors (defendants), alleging massive self-interested transactions benefiting CEO and largest shareholder V. Gupta — including company-paid private jets, a yacht, and a personal residence mischaracterized in SEC 10-K filings as "aircraft usage" — approved with knowledge of the misrepresentations by several directors who also received substantial personal benefits from the company, such as significant annual legal fees to one director's firm, a grant tied to another director's relationship with Gupta, and rent-free office space for two other directors' own businesses. The defendants moved to dismiss for failure to make a pre-suit demand on the board.

IssueFree

May a shareholder's demand requirement for filing a derivative action be excused if a majority of the board of directors is interested or dependent?

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