Jones v. Martinez (Deckers Outdoor Corp.)Annotate this Case
Plaintiff filed a shareholder derivative action on behalf of Deckers to recover damages he claimed it suffered because of misconduct by Deckers' officers and directors. The trial court sustained defendants' demurrer with leave to amend but plaintiff elected not to file an amended complaint. The trial court subsequently dismissed the complaint and plaintiff appealed. The court concluded that discovery is not available to a person seeking to qualify as a plaintiff in a shareholder derivative action involving a Delaware corporation. Plaintiff must comply with the particularized pleading requirement of Rule 23.1 without the assistance of Deckers, its officers, or board of directors. Plaintiff, instead, should consult and use the "tools at hand," such as an inspection demand or taking the steps necessary to obtain the facts from publicly available SEC filings. Accordingly, the court affirmed the dismissal.