of independence, and that their acts have been taken in good faith and in the best interests of the corporation. There must be coupled with the allegation of control such facts as would demonstrate that through personal or other relationships the directors are beholden to the controlling person.”). 39 . See S. Peru, 52 A.3d at 785 (Del. Ch.2011) (determining, after trial, that the controller and its affiliated directors were liable for damages because the interested transaction at issue was not entirely fair to the minority stockholders, even though the independent directors had properly been dismissed on summary judgment "because the plaintiff had failed to present evidence supporting a non-exculpated breach of their fiduciary duty of loyalty”); see also Aronson, 473 A.2d at 816 (<HOLDING>). 40 .It also seems unlikely that the rule we
holding that to rebut presumption plaintiff need only allege specific facts not plead evidence holding that the burden is on the plaintiff to allege facts sufficient to establish jurisdiction holding that in the demandfutile context a plaintiff charging domination and control of one or more directors must allege particularized facts ie specific facts that each director was violating their duty of loyalty to rebut the protection of the business judgment rule holding that the issue of waiver requires an analysis of the specific facts in each case recognizing that pursuant to the business judgment rule the decisions of business professionals on the board of directors should be presumed valid