Plaintiffs in this derivative action failed to adequately plead demand futility and they also failed to allege claims for breach of fiduciary duty against officers and directors, so the court granted defendants' motions to dismiss.

Court overruled the Gentile carve-out doctrine where it created analytical tension with Tooley and other legal doctrines permitted stockholders to pursue direct claims for fiduciary breaches.

Claimant was entitled to indemnification of his litigation expenses, and the court granted his motion to intervene because he had a valid property interest which was not adequately protected by existing parties.