The Court granted dismissal of all of plaintiffs’ (Dow stockholders) derivative claims, which sought to recover losses on behalf of the Company arising out of a transaction with Rohm & Haas, for failure to properly plead demand futility under Chancery Court Rule 23.1. The breach of fiduciary duty claims which focused primarily on the substantive provisions of the merger deal with Rohm & Haas, such as the absence of a financing condition, and were based on an alleged failure to supervise by the director defendants, were dismissed with prejudice, but certain other claims were dismissed without prejudice because either plaintiffs abandoned the claims (insider trading and waste claims) or the claims were not ripe (contribution and indemnification claims).
