City of Birmingham Retirement and Relief System, Robert L. Reese, Police Retirement System of St. Louis, Edward…

Summary

The Supreme Court of Delaware affirmed dismissal of a shareholder derivative action because the plaintiffs did not plead particularized facts showing that a majority of Duke Energy's directors faced a substantial likelihood of personal liability for a bad-faith oversight violation. The board materials showed awareness of environmental risks and efforts to address them, while allegations about regulatory cooperation did not reasonably establish illegal collusion known to and intentionally ignored by the board. STRINE, Chief Justice, dissenting, would have held that the pleaded facts supported a rational inference that the board knowingly accepted a strategy of violating environmental laws while using political influence and regulatory cooperation to avoid meaningful enforcement.