The U.S. District Court for the District of Delaware invoked the 1984 state Supreme Court decision in Aronson v. Lewis to dismiss a shareholder derivative lawsuit alleging that an online signature authentication company filed misleading proxy statements regarding its executive compensation plan. Under Aronson, a shareholder can only plead demand futility when he or she alleges facts that a corporate board was self-interested when it approved any challenged transaction.
U.S. Magistrate Judge Sherry R. Fallon issued the opinion in Warhanek v. Bidzos.
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