500 U.S. 90 (1991)
Kamen v. Kemper Financial Services, Inc.
Does federal or state law govern the futility exception to the demand requirement in shareholder derivative actions?
The demand requirement in shareholder derivative actions is a matter of substantive law governed by the state where the corporation is incorporated. However, procedural aspects are guided by federal rules.
The Supreme Court held that the demand futility doctrine is governed by state law. Plaintiffs must comply with state law prerequisites before pursuing federal derivative claims, unless the state law conflicts with federal policy.
Kamen v. Kemper Financial Services, Inc. is significant because it reaffirms the importance of state law in defining the rights and obligations in corporate governance disputes. For law students, the case illustrates the nuanced relationship between federal procedural rules and state substantive laws, emphasizing the need for careful navigation of multi-layered legal frameworks in corporate law. It also highlights the judiciary's role in interpreting and applying the complex interplay of state and federal legal principles, a crucial skill for aspiring corporate attorneys.