Derivative suits United States corporate law
because directors owe duties corporation , not, general rule, specific shareholders or stakeholders, right sue breaches of directors duty rests default corporation itself. corporation party suit. creates difficulty because always, right litigate falls under general powers of directors manage corporation day day (e.g. delaware general corporation law §141(a)). often, cases arise (such in broz v cellular information systems inc) action brought against director because corporation has been taken on , new, non-friendly board in place, or because board has been replaced after bankruptcy. otherwise, there possibility of conflict of interest because directors reluctant sue colleagues, particularly when develop personal ties. law has sought define further cases groups other directors can sue breaches of duty. first, many jurisdictions outside allow specific percentage of shareholders bring claim of right (e.g. 1 per cent). solution may still entail significant collective action problems shareh...