Gibson v. BoPar Dock Co., 780 F.Supp. 371, 374 (W.D.Va.1991); Taylor, 80 F.R.D. at 84. Likewise, courts have generally not found antagonism where the corporation is structurally incapable of acting to bring suit against its officers and directors — where the corporation is “deadlocked.” See, e.g., Duffey v. Wheeler, 820 F.2d 1161, 1162-63 (11th Cir.1987); Kartub v. Optical Fashions, 158 F.Supp. 757, 758-59 (S.D.N.Y.1958). Although Federal Rule of Civil Procedure 23.1’s pleading requirement does not directly implicate subject matter jurisdiction, several courts have considered the absence of a demand letter persuasive in finding no antagonism. See, e.g., Lewis, 503 F.2d at 447; Nejmanowski, 841 F.Supp. at 867; Tessari, 207 F.Supp. at 435-37. But cf. Smith, 354 U.S. at 97, 77 S.Ct. 1112 (<HOLDING>). Finally, some courts have refrained from
holding exhaustion requirement inapplicable when requiring exhaustion would be futile recognizing step transaction doctrine whereby courts must consider all steps of transaction in light of entire transaction so that substance of transaction will control over form of each step holding that antagonism will exist when the corporations management so solidly approves of a business transaction that any demand to rescind would be futile holding plaintiffs must provide particularized allegations as to why demand would be futile to survive a motion to dismiss conclusory allegations are not enough holding that counsel was under no obligation to do what would amount to a futile act