Publications

In his Corporate Litigation column published in the New York Law Journal, Joe McLaughlin writes about the standards that must be met to determine the sufficiency of a derivative complaint alleging demand futility. This column examines a recent decision from the Delaware Chancery Court in Teamsters Union 25 Health Services & Insurance Plan v. Baiera. The underlying transaction was a services agreement between Orbitz Worldwide, Inc., an online travel company, and Travelport Limited, a provider of transaction processing services to travel companies. The plaintiff, an Orbitz shareholder, alleged that the agreement was unfair to Orbitz because Travelport's significant equity interest in Orbitz allowed it to obtain preferential terms. The decision, by Chancellor Andre Bouchard, illustrates the application of the factors Delaware courts consider in determining whether demand futility was adequately pleaded. 

Yafit Cohn, an associate at the Firm, assisted in the preparation of this article.