Bailey

MEMORANDUM **

Laborers’ International Union of North America National Industrial Fund, LIU-NA Staff and Affiliate Pension Fund, and Daniel Huffman (collectively, “Appellants”) appeal from the district court’s dismissal of their claims pursuant to Federal Rules of Civil Procedure 12(b)(6) and 23.1(b). We have jurisdiction pursuant to 28 U.S.C. § 1291 , and we affirm.

*130 We review for abuse of discretion the district court’s finding that it would not have been futile for Appellants to make demand on Computer Sciences Corporation’s directors. See In re Silicon Graphics Inc. Sec. Litig., 183 F.3d 970, 983 (9th Cir.1999). 1 We also review for abuse of discretion the district court’s denial of the Appellants’ motion to compel the production of documents. See Kulas v. Flores, 255 F.3d 780, 783 (9th Cir.2001).

The district court did not abuse its discretion in dismissing the Appellants’ amended complaint with prejudice. We agree with the district court that Rales v. Blasband, 634 A.2d 927 (Del.1993), governs Appellants’ claims of demand futility. Appellants failed to plead with sufficient particularity that the option grants were approved by or reasonably attributable to a majority…