Dan Steinberg wrote:
> In this case I believe the distinction is moot since the ability of
> shareholders to file derivative suits (in most cases) allows them to *be*
the
> corporation for these purposes. A very powerful weapon in the hands of the
> right attorney.
Right, and the shareholder bringing the action has to show that the
director(s) or officer(s) did something that wasn't in the best interests of
the corporation (not its own). The shareholder takes the corporation's
place and claims that it was wronged. A shareholder can't claim that its
own interests were harmed, only those of the corporation (which outcome
would likely have had the indirect effect of harming the shareholder's
interests). A shareholder can't bring a derivative action every time the
officers and directors do something it doesn't like -- that's what board
representation is for.
If Rutt did what it appears Cook wants him to, that is, act in the best
interests of the Internet, and not NSI, then sure, SAIC might have grounds
for a derivative action. The trouble is knowing what anybody's best
interests are in this mess.
Craig McTaggart
Graduate Student
Faculty of Law
University of Toronto
[EMAIL PROTECTED]
