With no explanation, chose the best option from "A", "B", "C" or "D". Gibson v. BoPar Dock Co., 780 F.Supp. 371, 374 (W.D.Va.1991); Taylor, 80 F.R.D. at 84. Likewise, courts have generally not found antagonism where the corporation is structurally incapable of acting to bring suit against its officers and directors — where the corporation is “deadlocked.” See, e.g., Duffey v. Wheeler, 820 F.2d 1161, 1162-63 (11th Cir.1987); Kartub v. Optical Fashions, 158 F.Supp. 757, 758-59 (S.D.N.Y.1958). Although Federal Rule of Civil Procedure 23.1’s pleading requirement does not directly implicate subject matter jurisdiction, several courts have considered the absence of a demand letter persuasive in finding no antagonism. See, e.g., Lewis, 503 F.2d at 447; Nejmanowski, 841 F.Supp. at 867; Tessari, 207 F.Supp. at 435-37. But cf. Smith, 354 U.S. at 97, 77 S.Ct. 1112 (<HOLDING>). Finally, some courts have refrained from

A: holding plaintiffs must provide particularized allegations as to why demand would be futile to survive a motion to dismiss conclusory allegations are not enough
B: holding exhaustion requirement inapplicable when requiring exhaustion would be futile
C: holding that antagonism will exist when the corporations management so solidly approves of a business transaction that any demand to rescind would be futile
D: recognizing step transaction doctrine whereby courts must consider all steps of transaction in light of entire transaction so that substance of transaction will control over form of each step
C.