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Corporations-Shareholders' Derivative Suits-When Demand On Shareholders Is A Prerequisite To Maintenance Of Suit, Thomas L. Waterbury S.Ed.
Corporations-Shareholders' Derivative Suits-When Demand On Shareholders Is A Prerequisite To Maintenance Of Suit, Thomas L. Waterbury S.Ed.
Michigan Law Review
A shareholder's derivative suit is an equity proceeding instituted by a shareholder on behalf of himself and all other shareholders to assert corporate rights. Both the corporation and the parties allegedly liable to the corporation are necessary parties. The question to be considered in this comment is, when must the plaintiff shareholder show that he sought redress for the corporation through collective action of the shareholders and failed to secure it? As a preliminary matter, we may ask what sort of collective action the shareholders are expected to take. A few authorities suggest that the shareholders, as a body, bring …
Corporations--Directors--Application To Newly Created Directorships Of Statutory Provisions For Filling Vacancies, Frank L. Adamson S.Ed.
Corporations--Directors--Application To Newly Created Directorships Of Statutory Provisions For Filling Vacancies, Frank L. Adamson S.Ed.
Michigan Law Review
Only thirteen states have statutes specifying who may fill directorships created by an increase in the board. However, twenty-eight others provide by statute that the board is or may be empowered to fill vacancies. The question whether such a provision permits the board to fill directorships arising on an increase in the board was before the Delaware court in the recent case of Johnston v. Automatic Steel Products, Inc. The by-laws specified that an increase in the board created vacancies which the board could fill. The board acted thereunder, and this action and the by-law were challenged. The court held …