Binning v. GursahaneyAnnotate this Case
Plaintiff, a stockholder of The ADT Corporation (ADT), challenged a series of decisions by ADT’s board of directors (the Board) for the alleged purpose of appeasing an activist investor and avoiding a proxy contest. Prior to the filing of Plaintiff’s complaint, another ADT stockholder, in Ryan v. Gursahaney, filed a complaint challenging the Board’s decisions. The Court of Chancery dismissed the complaint under Court of Chancery Rule 23.1. Plaintiff’s complaint in this case largely mirrored the operative complaint in Ryan. The Court of Chancery dismissed Plaintiff’s complaint under Rule 23.1, holding that Plaintiff failed to distinguish his complaint from the Court’s decision in Ryan sufficiently to avoid dismissal.