Marx v. Akers
Court of Appeals of New York
666 N.E.2d 1034 (1996)
Relevant factsFree
IBM's board (defendant, including Akers, a former CEO) voted to raise compensation both for three board members who were also company executives and for the board's non-executive directors generally. Marx (plaintiff), an IBM shareholder, sued derivatively over both compensation decisions without first making a demand on the board to act, as New York law otherwise required unless demand could be excused. The trial court dismissed for failure to make a demand, and Marx appealed.
IssueFree
Whether New York's rule that a derivative complaint must detail the plaintiff's efforts to change board policy means New York has adopted a universal demand requirement.