Tooley v. Donaldson, Lufkin & Jenrette, Inc
In Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031, 1035 (Del. 2004) the Delaware Supreme Court concluded that the "special injury" analysis was "not helpful to a proper analytical distinction between direct and derivative actions." Id.
The Tooley Court decided to "disapprove the use of the concept of 'special injury' as a tool in that analysis." Id. Instead, the Delaware Supreme Court held that the analysis must be based solely on the answer to the following two questions; to wit: (i) who suffered the alleged harm - the corporation or the suing stockholder individually; and (ii) who would receive the benefit of the recovery or other remedy. Id.
The Supreme Court went on to state:
"The stockholder's claimed injury must be independent of any alleged injury to the corporation. The stockholder must demonstrate that the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation." Id. at 1039.