What is the test for a shareholder to bring a claim for breach of fiduciary duty against a corporation?

Under Delaware law, claims by a shareholder that are predicated solely on a breach of fiduciary duty by the corporation must be dismissed. Gaffin v. Teledyne, Inc., 1987 WL 18430, at *2 (Del. Ch. 1987). A shareholder complaint "must allege something other than a breach of fiduciary duty if it is to be deemed meritorious." Id. A corporation would, for example, "be liable to its stockholders where there is fraud or affirmative misconduct." Id. at *2-3.