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Resource 5 . 1 . 1
35 minutes

United Food and Com. Workers Union v. Zuckerberg

Holger Spamann,
Jens Frankenreiter

Zuckerberg is now the authoritative statement of the demand futility test. It merged separate formulations of the test adopted in two prior precedents, Aronson and Rales, and decided the important question of the role of exculpated claims for demand futility purposes.

  • Questions
    1. What is the three-part test adopted in Zuckerberg?
    2. What is the role of exculpated claims for demand futility according to Zuckerberg? What alternative role did the plaintiff argue for? Does it even matter given that, by definition, exculpated claims cannot give rise to liability?

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