As reported in multiple outlets, last week the U.S. District Court for the District of Maryland dismissed the shareholder-derivative say-on-pay suit against the board of directors of Biomed Realty Trust, Inc. for failure to state a claim.  The plaintiffs had alleged that BioMed’s failure to alter its executive compensation program in the wake of a failed say-on-pay vote was a breach of the board members’ fiduciary duties to the company’s shareholders.  BioMed, citing the Oregon district court’s decision in the Umpqua Holdings case (which was decided under Delaware law), successfully argued that plaintiffs had failed to make a demand on the board and that demand would not have been futile under Maryland law.