The following excerpt is from Lazar v. Knolls Coop. Section No. 2, 205 Misc. 748 (N.Y. Sup. Ct. 1954):
Although there is dictum in Gordon v. Elliman (280 App. Div. 655), which appears to sweep away the distinction between a representative and a derivative action, it is my opinion that such distinction exists. The plaintiff does not challenge acts of the management on behalf of the corporation. He challenges the right of the present management to exclude him and other stockholders from proper participation in the affairs of the corporation. He claims that the defendants are interfering with the plaintiff's rights and privileges as stockholders.
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