Id. "The right of a stockholder to file a bill to litigate corporate rights is, therefore, solely for the purpose of preventing injustice where it is apparent that material corporate rights would not otherwise be protected."

—examined Section 3 of Article 9 of the Delaware Constitution and addressed the issue currently before me, ie, "whether unsecured promissory notes... constituted either `money paid'or `personal property actually acquired,'so as to constitute valid consideration for the issuance of stock. "

—held that a negotiable promissory note secured by proper collateral may be legal consideration for a stock issue, but a note secured by shares of a corporation making note is not valid consideration when those shares are in fact valueless.

The Delaware courts had never explicitly defined their position on stockholder demand, but their silence and customary practice indicated that there was no demand requirement prior to the adoption of rule 23 (b).

Stockholder has no right to sue derivatively unless he first makes demand on corporation that it bring suit and that such demand has been refused, unless it's shown such demand would have been futile.

—"the Delaware Supreme Court upheld the Chancellor's cancellation of stock issued to a corporation's dominant stockholder in the face of defendant's challenge to plaintiff's right to maintain a derivative suit. Although the corporation's directors had declined to institute litigation to seek cancellation, a majority of the directors had participated in the challenged transaction …

Unless the board of directors permits the stockholder to proceed, a stockholder only can pursue a cause of action belonging to the corporation if (i) the stockholder demanded that the directors pursue the corporate claim and they wrongfully refused to do so or (ii) demand is excused because the directors are incapable of making an impartial decision regarding the …

A] stockholder may sue in his own name for the purpose of enforcing corporate rights, though the corporation in question is nominally a party defendant

The Court also stated that "whether [" [t] he right of a stockholder to file a bill to litigate corporate rights "] exists necessarily depends on the facts of each particular case."

—demand futile where directors "whether by reason of hostile interest, or guilty participation in the wrongs complained of, cannot be expected to institute a corporate suit, or... would not be the proper persons to conduct the litigation incident thereto