OPINION & ORDER This case concerns allegations of corporate abuse and waste with respect to travel on corporate jets by senior officers of Jefferies Financial Group Inc. (“Jefferies” or “the Company”). Plaintiff Stanley Rubenstein, an Alabama resident and a shareholder of Jefferies, brings this derivative lawsuit against three senior officers (“Officers”) and the board of directors (“Board”) of the Company (collectively, “Defendants”).1 Rubenstein alleges that, since 2012, the Officers have made excessive personal use of the Company’s corporate aircraft program, causing millions of dollars in losses to shareholders, and that the Board has failed to adequately monitor and investigate this wrongdoing, in breach of their fiduciary duties. Before filing this derivative lawsuit in federal court, Rubenstein made a written demand on the Board to investigate and commence legal action against the Officers. The Board responded by forming an independent committee (“Special Committee”) to investigate the allegations contained in Rubenstein’s litigation demand. After a six-month long investigation, the Special Committee recommended that the Board decline to pursue legal measures; the Board adopted this recommendation and this derivative lawsuit followed. Defendants move to dismiss, arguing that the Board’s refusal to litigate was based on an adequate investigation by the Special Committee and thus protected under New York law’s business judgment rule. For the reasons set forth below, the motion is GRANTED. BACKGROUND I. Factual Background The following facts are taken from the complaint and assumed true for purposes of this motion.2 Plaintiff Stanley Rubenstein is a resident of Alabama3 who has been a shareholder of nominal defendant, Jefferies, since March 2017. (Compl. 11, ECF 5.) Jefferies is a diversified holding company, existing under the laws of New York, that “owns a diverse range of businesses” including those providing financial services. (Id. at 12.) At all relevant times, Jefferies maintained a corporate aircraft fleet (“Flight Program”) consisting of three planes: the N91LA, N92LA, and N93LA. (Id. at 47.) The N91LA and N92LA are Gulfstream GV-SPs with a seating capacity of twenty; and the N93LA is a Bombardier Challenger with a seating capacity of eight. (Id.) On average, Jefferies expends $8.3 million each year to maintain the Flight Program. (Id. at 56.) In 2012, in response to another shareholder demand to investigate allegations of corporate wrongdoing, the Board ratified a one-page jet usage policy (“Jet Policy”) to regulate the Flight Program. (Id. at
48-51.) The Company’s Audit Committee and Chief Compliance Officer (CCO) are responsible for implementing the Jet Policy. (Id. 90.) Notably, the Jet Policy does not restrict private use of the Flight Program by Jefferies’ directors and officers, or their “non-employee family members and friends[.]” (Id. at
