its inquiry on the alleged lack of independence and interestedness of the remaining seven directors. C. Independence “Independence is a fact-specific determination made in the context of a particular case.” Stewart, 845 A.2d at 1049. To satisfy Rales, plaintiffs must point to a relationship that is so substantial that “the non-interested director would be more willing to risk his or her reputation than risk the relationship with the interested director.” Id. at 1052. “This doubt may arise either because of financial ties, familial affinity, a particularly close or intimate personal or business affinity or because of evidence that in the past the relationship caused the director to act non-independently vis á vis an interested director.” Id. at 1051; see also Aronson, 473 A.2d at 816 (<HOLDING>). Plaintiffs argue that all seven Outside
holding defendant failed to rebut statutory presumption where evidence was not particular to the facts and circumstances of the case holding that plaintiff failed to plead facts sufficient to allege affirmative misconduct on the part of the government holding that plaintiffs need not plead facts rebutting the esop presumption holding that to rebut presumption plaintiff need only allege specific facts not plead evidence holding that a civilrights plaintiff need not plead facts relevant to a qualified immunity defense in order to state a claim