Delaware's demand futility analysis for derivative claims is designed to prevent stockholders from divesting the board of its control of an asset and enabling stockholders to pursue weak claims. To plead demand futility under Court of Chancery Rule 23.1, a plaintiff must allege with particularity that a majority of the board is interested or beholden to an interested person. A qualifying interest for purposes of pleading demand futility may be financial or a personal interest in the transaction, but a substantial risk of liability by a majority of the board in connection with the transaction is also sufficient to plead demand futility. However, if a plaintiff can only allege violations of the duty of care against a majority of the board, the Court of Chancery will dismiss the claim because exculpation under Section 102(b)(7) of the Delaware General Corporation Law (DGCL) will prevent that board majority from facing a substantial risk of personal liability. Pleading bad faith against a majority of the board, however, acts both to excuse demand and to eliminate a defense of exculpation. Of paramount importance to practitioners is what the court will require to allege a colorable claim of subjective bad faith. In IBEW Local Union 480 Defined Contribution Plan and Trust v. Winborne, C.A. No. 2022-0497-JTL (Del. Ch. August 24, 2023), the Court of Chancery provided guidance concerning the holistic inquiry that the court uses to assess good faith, holding that the plaintiff successfully had pleaded that a majority of the board acted in bad faith in approving a buyout of a liability for $850 million that the company contemporaneously valued at $175.3 million in its audited financial statements.