Lewis v. Graves’s Empirical Analysis

Citation profile

26 federal appellate · 12 district · 22 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 111 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “In a derivative action brought by one or more shareholders ... the complaint shall ... allege ... with particularity the efforts, if any, made by the plaintiff to obtain the action the plaintiff desires from the directors ... and, if necessary, the reasons ... for not making the effort.”

   6 later decisions quote this exact passage · from the majority
   e.g. Gordon v. Sznewajs · Johnson v. Hui

2. ““[A]bsent specific allegations of self-dealing or bias on the part of a majority of the board, mere approval and acquiescence are insufficient to render demand futile. While we have not had occasion to rule on the issue of whether mere approval or acquiescence establishes futility, there is more than ample authority from other circuits that it does not. See Grossman v. Johnson, 674 F.2d 115,124 (1st Cir.), cert. denied, -U.S. -, 103 S.Ct. 85 , 74 L.Ed.2d 80 (1982); Lewis v. Curtis, 671 F.2d 779, 785 (3d Cir.), cert. denied,U.S.-, 103 S.Ct. 176 , 74 L.Ed.2d 144 (1982); Greenspun v. Del E. Webb Corp., 634 F.2d 1204, 1210 (9th Cir.1980); In re Kauffman Mutual Fund Actions, 479 F.2d 257, 265 (1st Cir.), cert. denied, 414 U.S. 857 , 94 S.Ct. 161 , 38 L.Ed.2d 107 (1973). But see Liboff v. Wolfson, 437 F.2d 121, 122 (5th Cir.1971) (per curiam). The fact that a corporation’s directors have previously approved transactions subsequently challenged in a derivative suit does not inevitably lead to the conclusion that those directors, bound by their fiduciary obligations to the corporation, will refuse to take up the suit. This is particularly true where the directors’ prior acquiescence was obtained through fraud or where the dealings in question otherwise went sour for the corporation. Moreover, Rule 23.1 would be substantially diluted if prior board approval standing alone established futility. Derivative suits are almost invariably directed at major, allegedly illegal, corporate trans”

   4 later decisions quote this exact passage · from the majority
   e.g. Lewis v. Anselmi · Lou v. Belzberg

3. “The single fact that the plaintiff named as defendants more than a majority — in this case all — of [the corporation’s] then serving directors in our view falls short of excusing demand.... To construe it as sufficient would mean that plaintiffs could readily circumvent the demand requirement merely by naming as defendants all members of the derivative corporation’s board. Permitting plaintiffs to employ this tactic would eviscerate Rule 23.1_ Plaintiff unpersuasively argues that — like magic — naming all of [the corporation's] directors as defendants caused the demand requirement to vanish.”

   2 later decisions quote this exact passage · from the majority
   e.g. Noble v. Baum, No. Cv89-0265920 (May 17, 1991) · Johnson v. Hui