Sagarra Inversiones, S.l., Below v. Cementos Portland Valderrivas, S.a., Below, Uniland Acquisition Corporation, Nominal

Summary

The Supreme Court of Delaware affirmed dismissal of Sagarra’s multi-tier derivative claims because Sagarra, which owned shares only in the Spanish parent, had to satisfy the derivative-standing requirements applicable at the parent level. Under the internal affairs doctrine, Spanish law governed those requirements, and Sagarra undisputedly had not made the demand required by Spanish law. Delaware’s interest in policing misconduct involving a Delaware subsidiary did not justify displacing the governing Spanish standing rules.