Towers v. Iger, No. 17-15770 (9th Cir. 2018)
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The Ninth Circuit affirmed the district court's dismissal of a shareholder derivative suit on behalf of the Walt Disney Company, holding that plaintiff failed to satisfy Federal Rule of Civil Procedure 23.1's demand futility requirement. In this case, plaintiff alleged that Disney and its board of directors and several corporate officers participated in a conspiracy to enact illegal anticompetitive agreements between Disney and other animation studios.
The panel held that the allegations in plaintiff's amended complaint did not constitute particularized facts demonstrating demand futility. The panel explained that, whether the board's misconduct is characterized as conscious inaction or active connivance, plaintiff needed to demonstrate that a majority of the director defendants knew of the conspiracy, and he failed to do so.
Court Description: Shareholder Derivative Action The panel affirmed the district court’s dismissal of a shareholder derivative suit on behalf of The Walt Disney Company because of plaintiff’s failure to satisfy Fed. R. Civ. P. 23.1’s demand futility requirement. Plaintiff alleged that Disney’s Board of Directors and several corporate officers participated in a conspiracy to enact illegal anticompetitive agreements between Disney and other animation studios. Plaintiff, admittedly, did not make a demand on the Board, and therefore, needed to plead the reasons why such demand would have been futile. The panel held that plaintiff’s amended complaint did not constitute particularized facts demonstrating demand futility. The panel further held that whether the Disney
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