IN THE SUPREME COURT OF THE STATE OF DELAWARE

WALTER E. RYAN, JR., § § No. 264, 2015 Plaintiff Below-Appellant, § § Court Below: Court of Chancery v. § of the State of Delaware, § in and for New Castle County NAREN GURSAHANEY, THOMAS § C.A. No. 9992-VCP COLLIGAN, TIMOTHY DONAHUE, § ROBERT DUTKOWSKY, BRUCE § GORDON, BRIDGETTE HELLER, § KATHLEEN HYLE, DINESH PALIWAL, § KEITH MEISTER, and CORVEX § MANAGEMENT LP, § § Defendants Below-Appellees, § § and § § THE ADT CORPORATION, § a Delaware corporation, § § Nominal Defendant Below-Appellee. §

Submitted: November 18, 2015 Decided: November 19, 2015

Before STRINE, Chief Justice; HOLLAND, VALIHURA, VAUGHN, and SEITZ, Justices, constituting the Court en Banc.

ORDER

This 19th day of November 2015, having considered this matter on the briefs filed

by the parties and after oral argument, we find it evident that the judgment of the Court of

Chancery should be affirmed on the basis of and for the reasons assigned in its well-reasoned April 28, 2015 decision dismissing the plaintiff’s complaint under Rule

23.1 for failure to plead adequately that demand is excused as futile.1

NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of

Chancery is AFFIRMED.

BY THE COURT: /s/ Leo E. Strine, Jr. Chief Justice

1 Ryan v. Gursahaney, 2015 WL 1915911 (Del. Ch. Apr. 28, 2015). 2