
    Jeffrey W. BADER, Plaintiff-Appellant, v. GOLDMAN SACHS GROUP, INCORPORATED, Lloyd C. Blankfein, Alan M. Cohen, Gary D. Cohn, Jon Winkelried, John H. Bryan, Claes Dahlbäck, Stephen Friedman, William W. George, Rajat K. Gupta, James A. Johnson, Lois D. Juliber, Edward M. Liddy, Ruth J. Simmons, John S. Weinberg, Kevin W. Kennedy, David A. Viniar, Gregory K. Palm, Esta E. Stecher, Sara G. Smith, Defendants-Appellees.
    No. 10-4364-cv.
    United States Court of Appeals, Second Circuit.
    Dec. 19, 2011.
    See also, 311 Fed.Appx. 431.
    Michael H. Rosner, Levi & Korsinsky, LLP, (Eduard Korsinsky, Gloria Kui Mel-wani, W. Scott Holleman, Allen Schwartz, on the brief), New York, NY, for Plaintiff-Appellant.
    David M.J. Rein, Sullivan & Cromwell LLP, (Gandolfo V. DiBlasi, David H. Braff, on the brief), New York, NY, for Defendants-Appellees.
    PRESENT: PETER W. HALL, GERARD E. LYNCH, DENNY CHIN, Circuit Judges.
   SUMMARY ORDER

We assume the parties’ familiarity with the underlying facts, the procedural history of the case, and the issues on appeal. Briefly, Plaintiff-Appellant Jeffrey M. Bader, a Goldman Sachs, Incorporated (“Goldman”) shareholder, filed this derivative lawsuit against Goldman and its board of directors (collectively, “Appellees”), challenging certain disclosures in the proxy statement Goldman distributed at its 2008 shareholders’ meeting. Specifically, Bader alleged that Appellees had misrepresented the method by which Goldman valued the stock options granted to certain directors, and that the options were undervalued. Bader had filed a similar lawsuit regarding the proxy statement for Goldman’s 2007 shareholders’ meeting, which the district court dismissed because Bader had not made a demand on Goldman’s board of directors and had not demonstrated that demand would be futile. See Bader v. Blankfein (Bader I), No. 07-1180, 2008 WL 5274442, at *7-*9 (E.D.N.Y. Dec.19, 2008). Relying on Bader I, the district court held that the doctrine of collateral estoppel, or issue preclusion, prevented Bader from relitigating whether making demand on the board of directors was futile, and thus dismissed this action. Bader timely appeals.

I. Discussion

“We review the district court’s dismissal of [an] action on collateral estoppel grounds de novo. Johnston v. Arbitrium (Cayman Is.) Handels AG, 198 F.3d 342, 346 (2d Cir.1999). Among other elements, the party seeking to invoke issue preclusion has the burden of proving that “the identical issue was raised in a previous proceeding.” Republic of Ecuador v. Chevron Corp., 638 F.3d 384, 400 (2d Cir.2011) (quotation marks omitted). “If the issues are not identical, there is no collateral estoppel.” Id. (quotation marks and alteration omitted).

Under Delaware law, which applies to this case, if at least half the board members are “interested,” demand is excused. See Beneville v. York, 769 A.2d 80, 86 (Del.Ch.2000). “A director is interested if he will be materially affected, either to his benefit or detriment, by a decision of the board, in a manner not shared by the corporation and the stockholders.” Seminaris v. Landa, 662 A.2d 1350, 1354 (Del. Ch.1995). In Bader I, Bader alleged that three directors were “interested” because they received allegedly undervalued stock options, and that at least six other directors were “interested” because Goldman supported business or charitable entities with which they were associated. The district court held that the latter group of directors was not “interested.” Bader I, 2008 WL 5274442, at *8-*9. It determined that demand was not excused because the remaining allegations of interest-edness only related to a minority of the directors. Id. at *9. Accordingly, the district court did not reach the issue of whether the receipt of undervalued options causes a director to be “interested.”

In this case, by contrast, Bader’s Second Amended Complaint alleged that six of twelve directors — Blankfein, Cohn, Wink-elried, Bryan, Dahlback, and Johnson— were interested by virtue of having received undervalued stock options. Therefore, the question of whether the receipt of undervalued options renders a director “interested” becomes dispositive of the demand futility issue. Because the district court in Bader I never reached the disposi-tive issue in this case, this case should not have been dismissed on collateral estoppel grounds. See Republic of Ecuador, 638 F.3d at 400 (for collateral estoppel to apply, the issue mush have been actually decided in the prior proceeding).

II. Conclusion

Although we may affirm the district court’s judgment on any ground supported by the record, Blackman v. New York City Transit Authority, 491 F.3d 95, 100 (2d Cir.2007) (per curiam), we are not obligated to do so. We decline to reach Appellees’ alternative arguments for affirmance. For the foregoing reasons, the district court’s judgment is VACATED and this case is REMANDED. 
      
      . The district court relied, in part, on a First Circuit opinion which stated that "even if there is not complete identity between the issues, issue preclusion may be appropriate where the issues overlap substantially.” In re Sonus Networks, Inc. S'holder Derivative Litig., 499 F.3d 47, 62 (1st Cir.2007). Under this circuit's rule, however, collateral estoppel applies to bar relitigation only of identical issues. See Republic of Ecuador, 638 F.3d at 400.
     