In Re The Goldman Sachs Group, Inc. Shareholder Litigation
In the case that follows, the Chancery Court considers the defendant's Rule 23.1 motion to dismiss. In a 23.1 motion, the defendant argues that the complaint should be dismissed for lack of standing. The defendant argues that the plaintiff lacks standing because it did not comply with the requirements of 23.1, typically failure to make demand when demand is not futile.
As is required in such cases, the court reviews the interestedness and independence of each director in order to determine whether demand was futile. Remember, in making a ruling on a 23.1 motion to dismiss, the court must go through the exercise of assessing each director's interestedness and independence pursuant to either Aronson or Rales and not the underlying merits of the claim. In this particular case, the court applies both Aronson and Rales to each of the directors on the Goldman Sachs board. As you work through the opinion, consider how a court would apply the newer Zuckerberg standard to each director.
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