Kanter

I. INTRODUCTION

In this shareholders’ derivative action, plaintiffs1 appeal from a dismissal entered after the trial court sustained a demurrer on the grounds that plaintiffs failed to allege facts sufficient to show that a presuit demand on the board of directors (Board) of nominal defendant Sempra Energy (Sempra) was excused by futility.2 We affirm.

1 Plaintiffs are Arlander Favors, Rhoda A. Kanter, Nancy F. Lewis, as trustee for the Nancy F. Lewis Trust, and Erste Asset Management GmbH.

2 As explained below, Corporations Code section 800, subdivision (b)(2) requires a shareholder bringing a derivative action to allege “with particularity” the “efforts [made] to secure from the board such action as [the shareholder] desires, or the reasons for not making such effort . . . .” Further statutory references are to the Corporations Code unless otherwise indicated.

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II. BACKGROUND

A. Factual Background3

Plaintiffs were stockholders of Sempra when the Aliso Canyon Natural Gas Storage facility (Aliso Canyon facility) experienced a natural gas leak (Aliso gas leak).4 Sempra was a California corporation “whose operating units invest[ed] in, develop[ed], and operate[d]…