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

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, in the Goldman case the court reviews the interestedness and independence of each director in order to determine whether demand was futile. However in this particular case, the court applies both Aronson and Rales.