In re Discover Financial Services Derivative Litigation, No. 12 C 6436 (N.D. Ill. Mar. 23, 2015), involved a shareholder derivative action arising out of regulatory actions that resulted in a consent order, a $14 million civil penalty, and $200 million in restitution to customers.  The plaintiffs alleged that the defendant directors made a “conscious decision to operate Discover with unlawful sales, marketing and billing practices, despite being put on notice of the illegality of such practices . . . .”  The court dismissed the complaint, finding in part that the plaintiffs had not pled sufficient facts to support their allegation that the directors knew about any wrongdoing.  In support of that allegation, the plaintiffs argued that “[a]ssuming that [Discover’s] corporate governance structure worked (which defendants do not dispute), it is entirely reasonable to infer that each Discover director was aware of” ongoing wrongdoing.  The court disagreed, rejecting the “suggestion that Discover’s internal controls themselves establish that the Board must have had knowledge of continuing wrongful conduct.”