out of that case or controversy are properly derivative.” Stephenson v. Citco Grp. Ltd., 700 F.Supp.2d 599, 610 (S.D.N.Y.2010) (citing Grimes v. Donald, 673 A.2d 1207, 1212-13 (Del.1996) (“[T]he same set of facts may result in direct and derivative claims.”)). Accordingly the Court addresses whether each of Plaintiffs claims is direct or derivative in turn. i. Claims Alleged as Direct Against All Defendants Nominal Defendant FM Fund asserts that each direct claim alleged against Defendants is premised on injuries suffered by the Fund. These claims have already been dismissed as precluded by SLUSA. Even if they were permitted to proceed, however, most would be dismissed as derivative claims for which Plaintiffs have not sought demand. Haber v. Bell, 465 A.2d 353, 357 (Del.Ch.1983) (<HOLDING>). Using the Tooley test, Plaintiffs’ direct
holding that a third party contracting to purchase property subject to first refusal rights has a legal right to demand that the option be exercised in a proper manner holding that when state law claims are dismissed without prejudice a plaintiff is free to assert them in the appropriate state forum holding derivative claims must be dismissed if party brings them without first making demand and demand is not excused holding that  a request for information and explanation is not sufficient to constitute a claim absent a demand for action by the insured holding that if the federal claims are dismissed before trial  the state claims should be dismissed as well