Logourl black
From our private database of 14,100+ case briefs...

Melzer v. CNET Networks, Inc.

Chancery Court of Delaware
934 A.2d 912 (2007)


Martin Melzer and other shareholders (plaintiffs) of CNET Networks, Inc. (CNET) (defendant) filed a derivative suit against CNET in federal district court, alleging federal and state securities-law claims against CNET directors related to backdating stock options. CNET successfully moved to dismiss the complaint for failure to make a demand of the CNET board. The district court granted the shareholders leave to amend their complaint to re-plead demand futility, and issued a stay of the case pending a demand to inspect CNET’s books and records. In the stay order, the district judge requested that CNET cooperate and expedite the books-and-records inspection. The shareholders sent a demand letter to CNET for the books and records, but CNET did not comply. The shareholders filed a motion to compel inspection, and on the eve of trial, CNET agreed to allow the shareholders to review some of the documents. The shareholders and CNET disagreed on the scope of the review. In order to prove the futility of making a demand on the board of CNET, the shareholders sought documents that predated their purchase of CNET stock.

Rule of Law

The rule of law is the black letter law upon which the court rested its decision.

To access this section, please start your free trial or log in.


The issue section includes the dispositive legal issue in the case phrased as a question.

To access this section, please start your free trial or log in.

Holding and Reasoning (Chandler, J.)

The holding and reasoning section includes:

  • A "yes" or "no" answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

To access this section, please start your free trial or log in.

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 221,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 14,100 briefs, keyed to 189 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.