motion. 9 . Plaintiffs also argue that because this statement was incorporated by reference into the registration statements filed with the SEC for the Hotels.com, LendingTree, and Expedia mergers, those registration statements were rendered materially false and misleading as well. See infra at I.D. 10 . See supra Background at II.A.2. 11 . The Derivative Complaint describes Dil-ler’s relationship with defendants Khosrowsh-ahi, Bennett, and Malone (DC ¶ 123(f)), but none of these individuals was serving on the Board at the time plaintiffs filed their Complaint, and thus Diller’s relationships to them are not relevant to the issue of demand futility. (See id. ¶ 114); See Cal. Pub. Employees’ Ret. Sys. v. Coulter, 2002 Del. Ch. LEXIS 144, 2002 WL 31888343, at *5 (Del. Ch. Dec. 18, 2002) (<HOLDING>); see also Haseotes v. Bentas, C.A. No. 19155
holding that the findings of fact conclusions of law and decision signed by the school board president constituted the decision of the board recognizing absolute immunity for attorneys and board members of the texas medical board holding that where approval of the board of directors was not formally requested a demand would have been futile for it could hardly be expected that if approval of the board of directors were sought defendant who controlled 50 of the board would have authorized the action against himself holding that the board as constituted on the date that the original complaint was filed is the board for purposes of evaluating whether demand is required or excused holding that the district court was authorized to remand the proceedings to the board where the board failed to make required findings