Derivative action by ____ of Case Financial against former directors of Case Financial. Plaintiff asserted claims for breach of loyalty and corporate waste, breach of duty of oversight (a Caremark claim) and common law fraud. One of the directors (“Alden”) had previously entered into a release agreement with the company which released him except for conduct constituting a crime under California or federal law (“Crime Exception”). Both directors moved to dismiss with respect to Alden, the Court rejected the motion as to the fraud and loyalty claims based on the Crime Exception, but dismissed claims as to breach of the duty of oversight based on the release. The Court also found that Plaintiff failed to state a Caremark claim and so dismissed such claim as to the other director (“Bibicoff”). Bibicoff’s motion to dismiss the fraud claim for lack of personal jurisdiction, as well as the two directors’ motion to dismiss based on an inadequate derivative plaintiff and improper delegation arguments is dismissed.
