Sanjay Israni v. Robert Bittman

MEMORANDUM

Appellant Sanjay Israni, stockholder of International Game Technology (IGT), appeals the dismissal of his derivative complaint for failure to allege particularized facts establishing demand futility. We affirm.

As a preliminary matter, we address Appellees’ motion to strike Appellant’s Additional Excerpts of Record. The motion to strike is granted because Appellant never filed or submitted the relevant documents to the court below. See Fed.RApp. P. 10(a); Kirshner v. Uniden Corp. of Am., 842 F.2d 1074, 1077 (9th Cir.1988).

A shareholder bringing a derivative action to enforce a right of the corporation must either make a demand on the corporation’s directors to take corrective action, or state with particularity reasons why demand would be futile. Fed.R.Civ.P. 23.1. We look to the law of the state of incorporation to determine when demand would be futile. In re Silicon Graphics, Inc. Sec. Litig., 183 F.3d 970, 990 (9th Cir.1999). IGT is incorporated in the State of Nevada, so Nevada law defines demand futility here. Nevada courts look to Delaware law for guidance on requirements for pleading demand futility. See Shoen v. SAC Holding Corp., 122 Nev. 621 , 137 P.3d…