Melvyn Zupnick v. Roberto C. Goizueta

JACOBS, VICE CHANCELLOR Pending are motions to dismiss this stockholder's derivative action which claims that the directors of The Coca Cola Company (""Coca Cola"" or ""the corporation"") committed corporate waste by granting certain stock options to Coca Cola's Chief Executive Officer, Roberto C. Goizueta (""Goizueta""). The primary thrust of the motion is that the plaintiff failed to make a pre-suit demand upon the corporation's board of directors, as Court of Chancery Rule 23.1 requires. Defendants also contend that the plaintiffs have failed to state a claim upon which relief may be granted, and that the complaint should also be dismissed under Court of Chancery Rule 12b(6). For the reasons next discussed, the Court concludes that a demand was required and that the complaint fails to state a cognizable legal claim. Therefore, the motion to dismiss will be granted. 1