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Malone v. Brincat
Facts
Malone (Plaintiff) and other shareholders claimed that when Brincat (Defendant) and other directors inflated the company’s earnings intentionally, they breached their fiduciary duties. The Court of Chancery held that, in the absence of a request for shareholder action, under Delaware law directors do not have a fiduciary duty of disclosure, and shareholders must seek a remedy under federal securities law. The Court of Chancery dismissed the complaint with prejudice pursuant to rule 12(b)(6) for failure to state a claim upon which relief may be granted. Plaintiff appealed.
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