Waste "entails an exchange of corporate assets for consideration so disproportionately small as to lie beyond the range at which any reasonable person might be willing to trade."

The events surrounding Johnson's termination also led to a shareholder derivative lawsuit in North Carolina state court.(Compl.¶ 79)

Likewise, plaintiffs do not allege that the Cooperative's contract purchases of flue-cured tobacco from members was wasteful.

—court issued an opinion in April 2014, applying Delaware law, granting the defendants' motion to dismiss, holding that "[p] laintiff's failure to make a presuit demand relative to any derivative claims in

Accordingly, North Carolina courts will dismiss an unjust enrichment claim that is already governed by a contract.

—demand will be excused where particular facts pled raise a reasonable doubt of director independence or disinterestedness, or reasonable doubt that the directors exercised proper business judgement in making the decision challenged

The court found, however, that it could not conclude that "a substantial likelihood of director liability" arose under those facts

In that action, Krieger alleged breaches of the fiduciary duties of loyalty and good faith and corporate waste by the ten Director Defendants, unjust enrichment by Johnson, and aiding and abetting breaches of fiduciary duty by Rogers

—plaintiff argued that the director defendants were substantially likely to be held liable for breach of duty or waste for "terminating Johnson and paying him a $44 million severance package

Derivative suits concerning the same core set of facts were also filed in other jurisdictions:(1) the Neiman Action, described above;(2) two suits in US District Court, Delaware District, consolidated as Tansey v. Rogers, CA No. 12-1049-RGA (the "Tansey Action");[136] and (3) one suit in North Carolina state court

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