Shareholders failed to allege facts sufficient to prove it would have been futile to make demand on the board of directors to remedy the corporation’s alleged participation in a scheme to bribe Macao officials to give the corporation leave to build a second gambling casino in Macao. The complaint alleged insufficient facts to show that a majority of the board was controlled by insiders. Though plaintiffs pled facts establishing there were some financial ties between board members and insiders, they didn’t allege facts showing that the ties were material (so substantial as to preclude the board member from voting objectively) in light of the board members wealth. Also, plaintiffs didn’t allege facts showing that board members were likely to face personal liability for approving the purported bribe. To do so, plaintiffs would have had to show intentional misconduct, fraud or a knowing violation of law, and at most they pled facts showing negligence. While the district court may have considered some improper evidence, plaintiffs could not show that the error was prejudicial since the decision was independently supported by alternative grounds unaffacted by the improper evidence. A US citizen who is a permanent resident of a foreign country (here, Macao) is a state-less person who destroys diversity jurisdiction since she is not a citizen of any state and also not a citizen of a foreign country. However, in this case, the stateless person was not an indispensable party, and so could be dismissed with plaintiffs’ consent to preserve federal jurisdiction.
In this derivative suit, shareholders failed to allege facts sufficient to show futility of demanding that the board of directors remedy corporation's alleged bribery of foreign officials, since complaint did not sufficiently aver that insiders controlled a majority of the board or that board members likely faced personal liability for the corporation’s acts.