1. Whether the plaintiff in a derivative action, brought under diversity jurisdiction, must plead and prove the adequacy of its derivative demand letter as part of Rule 23.1's pleading requirements and whether the court must apply the law of the state of incorporation to determine the letter's adequacy.

2. Whether a de novo or an abuse of discretion standard applies to the review of dismissals of derivative actions under Rule 23.1.

Whether the plaintiff in a derivative action must plead and prove the adequacy of its derivative demand letter