In Re CNET Networks, Inc.

ORDER GRANTING NOMINAL DEFENDANT’S MOTION TO DISMISS AND REQUESTING SUPPLEMENTAL BRIEFING

INTRODUCTION

In this shareholder derivative action, individual defendants and nominal defendant move to dismiss plaintiffs’ second amended verified complaint. The complaint alleges claim under Section 10(b), Section 14(a), and Section 20(a) of the Securities Exchange Act of 1934 and Section 304 of the Sarbanes-Oxley Act of 2002. As this action was brought as a derivative action, plaintiffs are required to make a demand on the board, or else plead with particularity that demand was futile. Plaintiffs have failed to plead with particularity that demand on the board was excused as futile under FRCP 23.1. Accordingly, nominal defendant’s motion to dismiss for failure to plead demand futility is Granted. Because of this, this order does not address the merits of the individual defendants’ motions to dismiss. Plaintiffs and nominal defendant are requested to submit supplemental briefing a narrow discovery issue.

STATEMENT

1. The Mechanics of Stock-Options Backdating.

In March of 2006, the Wall Street Journal published a series of newspaper articles analyzing certain stock options granted by…