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 1 various civil actions arising from the scandal, including a securities fraud class action pending 2 before this Court, id. ¶ 1. 3 Henry is a shareholder in McKesson. Id. ¶ 182. She is bringing this action derivatively on 4 behalf of McKesson, alleging that Defendants breached their fiduciary duties of loyalty and care. 5 Id. ¶¶ 180, 209. The SAC alleges that Defendants knowingly, recklessly,…