The following excerpt is from Genomatica, Inc. v. Icelandic Genomic Ventures Holding, S.A.R.L., Case No. 3:12-cv-0268-GPC-BGS (S.D. Cal. 2013):
Under Delaware law, claims by a shareholder that are predicated solely on a breach of fiduciary duty by the corporation must be dismissed. Gaffin v. Teledyne, Inc., 1987 WL 18430, at *2 (Del. Ch. 1987). A shareholder complaint "must allege something other than a breach of fiduciary duty if it is to be deemed meritorious." Id. A corporation would, for example, "be liable to its stockholders where there is fraud or affirmative misconduct." Id. at *2-3.
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