Plaintiff failed to plead demand futility due to the lack of directors' personal liability for oversight and corporate waste claims, as the failure to implement a formal policy governing executives' personal use of corporate aircraft did not, by itself, amount to bad faith, and any financial loss from personal use constituted a fraction of a percentage of the company's expenses and profits.

Court affirmed arbitration award where defendants failed to present evidence sufficient to show that the arbitral panel's interpretation of the parties' agreements was palpably incorrect.