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An Introduction to the Law of Corporations: Cases and Materials, Fall 2017

Josh Guttman, Plaintiff, v. Jen-Hsun HUANG, Tench Coxe, James C. Gaither, Harvey C. Jones, William J. Miller, A. Brooke Seawell, Mark A. Stevens, Chris A. Malachowsky, Christine B. Hoberg, and Jeffrey Fisher, Defendants, and Nvidia Corporation, a Delaware Corporation, Nominal Defendant

Headnote

In Guttman, the court applies the Rales standard in the context of a Rule 23.1 Motion to Dismiss. One question the court deals with here is whether it is sufficient under Rales to merely name a director as a defendant in a complaint in order to establish that the director is interested to the extent that the director cannot fairly decide on a demand.