New York law stated that in a shareholder derivative action, a complaint must state what steps the plaintiff took to get the board of directors to take the plaintiff’s preferred course of action. The board of directors of International Business Machines (IBM) (defendant) voted for compensation for three members of the board who were also IBM executives, including Akers (defendant), a former CEO. The board also voted for compensation for directors who were not executives. Marx (plaintiff) was displeased with this course of action, and filed a derivative action, without first making a demand of the board of directors. The trial court dismissed for failure to make a demand, and Marx appealed.