Demand Futility In A Shareholder Derivative Action Not Adequately Alleged.

Plaintiff filed a shareholder derivative action against officers and directors of a publicly traded company incorporated in Delaware.  The trial court sustained his demurrer without leave to amend for failure to allege facts to allege demand futility with the particularity required by Delaware law.  The appellate court affirmed, stating that “plaintiff failed to plead particularized facts manifesting a reasonable doubt that the board could not have exercised its independent and disinterested judgment in responding to his demand, had he made one at the time he brought the action.”  (Leyte-Vidal v. Semel (Cal. App. Sixth Dist.; October 23, 2013) 220 Cal.App.4th 1001, [163 Cal.Rptr.3d 641].