The Aronson standard for demand futility include two prongs. The first prong deals with the interestedness and lack of independence of directors who approve a challenged transaction. The second prong deals with transactions that are not the product of a valid business judgment. In the following case, the interestedness of the board of Disney is not seriously at issue. Consequently, plaintiffs are left to argue that the board's approval of the challenged employment agreement was not the product of a valid business judgment so therefore demand upon the board would be futile.
Remember, §141(e) provides for immunity from liability where directors rely on experts in their decision making process. In Brehm you'll see the important role played by advisers (like lawyers, accountants, investment bankers, and other consultants) in a board's decision making process.
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