N.a. Lambrecht and Miriam Loveman, Plaintiffs Below, Appellants v. Stanley O’neal, Defendants Below, Appellees

Summary

The Court answered the certified question in the negative, holding that post-merger plaintiffs pursuing a double derivative action need not have owned shares of the acquiring parent when the subsidiary-level wrongdoing occurred, and the parent need not have owned shares of the subsidiary at that time. Standing instead rests on the plaintiffs' post-merger ownership of the parent and the parent's post-merger ownership and control of the subsidiary's claim, together with the applicable demand-futility requirements. The Court rejected the defendants' two-lawsuits-in-one theory and held that the contrary lower-court decision did not represent sound Delaware law.