What is the test for a corporation to recover damages from its officers and directors?

California, United States of America


The following excerpt is from Paclink Commun. Int'l v. The Super Court of LA. County, 109 Cal.Rptr.2d 436, 90 Cal.App.4th 958 (Cal. App. 2001):

"'It is a general rule that a corporation which suffers damages through wrongdoing by its officers and directors must itself bring the action to recover the losses thereby occasioned, or if the corporation fails to bring an action, suit may be filed by a stockholder acting derivatively on behalf of the corporation. An individual [stockholder] may not maintain an action in his own right . . . for destruction of or diminution in the value of the stock. . . .'" (Rankin v. Frebank Co. (1975) 47 Cal.App.3d 75, 95.)

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