Henry

I. BACKGROUND

20 McKesson is a pharmaceutical wholesaler. SAC (dkt. 58) ¶ 21. The majority of its 21 business involves sourcing generic drugs to sell to pharmacies and hospitals. Id. McKesson also 22 owns a subsidiary, NorthStar Rx (“NorthStar”), that manufactures generic drugs. Id. ¶ 22. 23 In the last several years, evidence has come to light of widespread anti-competitive 24 conduct in the generic drug market. Id. ¶ 2. Investigations by Congress, the Department of 25 Justice, and forty-seven state Attorneys General have led to multiple guilty pleas and complaints 26 alleging a wide-ranging price-fixing conspiracy. Id. ¶ 1–3, 60–71. McKesson has not been 27 charged in any government action related to the antitrust conspiracy, id. ¶ 9, but it is a defendant in various civil actions arising from the scandal, including a securities fraud class action pending before this Court, id. ¶ 1. Henry is a shareholder in McKesson. Id. ¶ 182. She is bringing this action derivatively on behalf of McKesson, alleging that Defendants breached their fiduciary duties of loyalty and care. Id. ¶¶ 180, 209. The SAC alleges that Defendants knowingly, recklessly,…