Can shareholders of a corporation bring a derivative action?

California, United States of America


The following excerpt is from Sprengel v. Zbylut, 253 Cal.Rptr.3d 561, 40 Cal.App.5th 1028 (Cal. App. 2019):

"Because a corporation exists as a separate legal entity, the shareholders have no direct cause of action or right of recovery against those who have harmed it. The shareholders may, however, bring a derivative suit to enforce the corporations rights and redress its injuries when the [corporation] fails or refuses to do so." ( Grosset v. Wenaas (2008) 42 Cal.4th 1100, 1108, 72 Cal.Rptr.3d 129, 175 P.3d 1184.) "An action is deemed derivative "if the gravamen of the complaint is injury to the corporation, or to the whole body of its stock and property without any severance or distribution among individual holders, or it seeks to recover assets for the corporation or to prevent the dissipation of its assets." [Citation.]" ( Ibid. [fn. Omitted].) "A personal claim, in contrast, asserts a right against the corporation which the

[253 Cal.Rptr.3d 570]

Other Questions


Can a shareholder bring a derivative action against the Corporation for injury to their interest as a shareholder? (California, United States of America)
What is the test for establishing that a common fund has been created as a result of a shareholder's derivative action brought on behalf of all shareholders of a corporation? (California, United States of America)
In a personal injury action brought by a former wife against her ex-partner in a civil action, in addition to a similar action against the husband in a separate action, can the court order return to husband in the civil action? (California, United States of America)
What is the test for standing to bring a derivative action in a non-profit corporation? (California, United States of America)
What is the effect of section 834 of the Corporations Code on a derivative shareholder's action? (California, United States of America)
Can a plaintiff in an inverse condemnation action bring a claim against the state for the costs of defending the action? (California, United States of America)
What is the test for jurisdiction over the actions and omissions of an officer, shareholder and employee of a corporation? (California, United States of America)
What causes of action can a plaintiff bring in a common law cause of action for emotional distress and wrongful discharge? (California, United States of America)
Does the revival of corporate powers retroactively invalidate procedural steps taken on behalf of the corporation in the prosecution or defense of a lawsuit while the corporation was under suspension? (California, United States of America)
What is the test for a plaintiff to bring a personal injury action under a statutory change in the law governing personal injury actions? (California, United States of America)
X



Alexi white


"The most advanced legal research software ever built."

Trusted by top litigators from across North America.