In re Yahoo! Inc. Shareholder Derivative Litigation

ORDER GRANTING MOTION TO DISMISS WITH PREJUDICE

Plaintiffs Iron Works Mid-South Pension Fund and Irving Lassoff (“Plaintiffs”), derivatively on behalf of Yahoo! Inc. (“Ya *1113 hoo”), bring this action against Nominal Defendant Yahoo and ten individually named defendants who either served as audit committee members or directors on the Yahoo Board during the relevant period (collectively, “Defendants”). 1 Plaintiffs state four claims for relief against Defendants: (1) the Yahoo Directors breached their fiduciary duty by disseminating false and misleading information; (2) the Yahoo Directors breached their fiduciary duty by consciously disregarding their duty to oversee and preserve company assets; (3) the Yahoo Directors breached their fiduciary duty by failing to maintain internal controls; and (4) the Yahoo Directors wasted corporate assets. 2 See Verified Consolidated Shareholder Derivative Complaint (“Complaint”) (dkt. 46) ¶¶ 184-208.

Defendants move to dismiss the Complaint on two grounds: (1) Plaintiffs’ failure to plead demand futility, pursuant to Federal Rule of Civil Procedure 12(b)(6) and 23.1, see Nominal Defendant Mot. to Dismiss (“Yahoo MTD”) (dkt. 68); and (2)…