Gatz v. Ponsoldt , download file. This brief Chancery Court letter opinion addressed when a claim involving a corporation was direct or derivative. The plaintiffs neither attempted to make a demand nor have they argued that pre-suit demand is excused. The court determined that because the sham transaction did not itself cause any harm to plaintiffs and that the harm that the plaintiffs seek to remedy flows from the terms of the recapitalization at issue, any remedy would be to unwind the recapitalization and return to the corporation some or all of the funds that were allegedly distributed due to recapitalization. Thus, the remedy would not benefit the shareholders individually and the complaint was dismissed (citing Tooley v. Donaldson, Lufkin & Jenrette, Inc., 825 A.2d 1031 (Del. 2004)).