On March 3, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of “Caremark” claims for alleged bad-faith failure of oversight brought derivatively by a stockholder against the directors of Qualcomm, Inc. in the context of international antitrust enforcement and other actions against the company. Melbourne Mun. Firefighters’ Pension Trust Fund v. Paul E. Jacobs et al. C.A. No. 10872-VCM (Del. Mar. 3, 2017). Without further elaboration, the Court’s brief order provides: “it appears to the Court that the judgment of the Court of Chancery should be affirmed on the basis of and for the reasons assigned in its memorandum opinion dated August 1, 2016.” Id. at *1 (citing Melbourne Mun. Firefighters’ Pension Trust v. Paul E. Jacobs, et al. and Qualcomm, Inc., C.A. No. 10872, 2016 WL 4076369 (Del. Ch. Aug 1, 2016)). As discussed in our post regarding that decision, the Chancery Court dismissed the complaint for failure to plead that demand on the board was futile, because the complaint failed to set forth particularized allegations showing that the directors acted in bad faith by consciously disregarding their oversight duties and thus did not demonstrate that the directors faced a substantial likelihood of liability.
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