[UFCWU] & Tri-State v. Zuckerberg

In the following case, plaintiffs UFCWU and Tri-State, held shares in defendant's, Facebook, Inc., corporation. The plaintiffs brought this derivative claim after Facebook spent $90 million defending and settling a lawsuit, whereby founder and majority owner Mark Zuckerberg sought to follow the "Google Playbook" and create a new class of stock, so that he may sell his stock, without losing voting control, in order to satisfy the donations required by his public commitment to the Giving Pledge (e.g., Bill Gates and Warren Buffet). The issue here is whether the directors were independent under the new Demand Futility analysis. When does a director lack independence? How does personal wealth and privilege affect the Court's analysis of material personal benefit?