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Minority Shareholders And Direct Suits In Closely Held Corporations Where Derivative Suits Are Impractical: Durham V. Durham, Jason M. Tanguay

The University of New Hampshire Law Review

[Excerpt] “Suppose A, B, and C are the sole shareholders and directors of a corporation. A and B have used corporate funds for their own personal use and such use has depleted the corporation’s assets. C now wishes to commence a legal proceeding to recover the damages. Should C be forced to recover through a derivative suit brought on behalf of the corporation just because the depletion of the corporate assets affected all of the shareholders and not just C? Not necessarily.

In Durham v. Durham, the Supreme Court of New Hampshire permitted a minority shareholder, in a closely held …