UFCWU v. Zuckerberg

Demand Futility Standard

For many years, as noted in Kandell v. Niv, Delaware had two different demand futility standards (Aronson & Rales). Application of the standards depended on the facts presented in the complaint and they could sometimes be confusing. In Zuckerberg, the Chancery Court undertook to simplify, without overturning, these standards. The Chancery Court's approach was endorsed by the Delaware Supreme Court in this opinion. The old standards (Aronson & Rales) are still good law and have not be overruled. Rather, the court has created a new, unified application of those standards that is intended to simplify and improve pleading.

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