McElrath v. Kalanick

Summary

The Supreme Court of Delaware affirmed dismissal of a shareholder derivative complaint because the plaintiff did not make a demand on Uber’s board before filing suit. Applying the demand-futility standard, the court held that only one director faced a substantial likelihood of personal liability and that at least six directors were disinterested and independent. Because the board could fairly consider whether Uber should pursue the claims, demand was required and the complaint was properly dismissed with prejudice.