Thomas Sandys, Derivatively on Behalf of Zynga Inc., Plaintiff Below, Appellant v. Mark J. Pinc — Valihura, J…

Summary

Justice Valihura dissented from the judgment and would have affirmed the Court of Chancery's dismissal of the derivative complaint for failure to plead demand futility. She concluded that the pleaded relationships involving several directors did not create a reasonable doubt about their independence because the complaint lacked particularized facts showing materiality, magnitude, or a bias-producing connection. She also rejected reliance on unsupported facts presented only in briefing, including an asserted close friendship between two directors. Justice Valihura, dissenting, would have held that the allegations were insufficient to overcome the presumption of director independence.