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Case Citations [1] (July 2017 through August 2018)

handle is hein.ali/alicgv0091 and id is 1 raw text is: PRINCIPLES OF THE LAW OF CORPORATE GOVERNANCE PART VII. REMEDIES CHAPTER 1. THE DERIVATIVE ACTION § 7.01 Direct and Derivative Actions Distinguished Ind.App.2017. Subsec. (d) cit. and quot. in sup., quot. in case quot. in sup., quot. in diss. op.; com. (e) quot. in diss. op., cit. in case quot. in diss. op. Minority shareholders of a closely-held corporation sued majority shareholder who was also corporation's president, alleging breach of fiduciary duty and corporate mismanagement. The trial court granted summary judgment for majority shareholder, finding, among other things, that minority shareholders' claims were derivative for alleged injuries to corporation, and that corporation, acting through its board, was the proper party to pursue them. Affirming, this court held that minority shareholders failed to show that an exception applied that would permit them to maintain a direct action against majority shareholder. The dissent cited Principles of the Law of Corporate Governance § 7.01 in arguing that minority shareholders should be permitted to pursue a direct action, because it was clear that corporation's board was not disinterested and could not be entrusted to pursue the claims at issue, even though the board's special litigation committee had previously recommended that it do so. Kesling v. Kesling, 83 N.E.3d 111, 117, 118, 123, 124. A L -w u For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination.

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