This decision affirms dismissal of a shareholder derivative action against Intel’s board members arising out of Intel’s allegedly tardy response to learning that its chips contained two defects that could be exploited by hackers.  Applying Delaware law, the decision holds that the complaint failed to allege specific facts showing that a majority of Intel’s board received a material personal benefit from the conduct that is the subject of the litigation or faced a substantial likelihood of liability on any of the claims.  At best, the complaint alleged that three directors had not been quick enough to detect the seriousness of the threat posed by the chip defects, which is not enough to hold a director liable.  The board had a procedure for reporting financial risks and an auditor assigned the duty of weighing them.  It did not consciously avoid learning of those risks.