derivative claim in Massachusetts

2025Fronk v. Fowler, 456 Mass. 317 , 333 n.23 (2010) (emphasis in original).

2011See id. (“When the alleged wrong committed by a partner harms the partnership rather than another partner individually, the appropriate approach is to file a derivative claim”); Smyth v. Field, 40 Mass.App.Ct. 625, 629 (1996) (in derivative claim, “[r]ecoveiy must be for the benefit of the limited partnership”).

2017See Billings v. GTFM, LLC, 449 Mass. 281, 296 (2007).

2013See Billings v. GTFM, LLC, 449 Mass. 281, 296 (2007).

2017See Parnes v. Bally Entertainment Corp., 722 A.2d 1243, 1245 (Del. 1999) (“A stockholder who directly attacks the fairness or validity of a merger alleges an injury to the stockholders, not the corporation...”).

2015Parnes v. Bally Entertainment Group Corp., 722 A.2d 1243, 1245 (Del. 1999) (direct claim allowed after close of the transaction when shareholders no longer had standing to bring a derivative claim).

1997The court acknowledged, however, that “(t)he rule of corporate recovery for wrongs to the corporation may not be inflexible,” Crowley, 30 Mass.App.Ct. at 765 n.17, citing Samia v. Central Oil Co., 339 Mass. 101, 123 (1959), where “direct relief to the complaining shareholder was permitted in order ‘more justly [to] apportion the burden of the recovery among the wrongdoers.’ ” I conclude that the allegations in this case based upon the January 1986 issuance of stock to defendants state a direct claim of wrongful dilution of plaintiffs’ stock, and that the allegations based upon the November 198

1997I further conclude that in the circumstances of this case “corporate recovery . . . under traditional corporate law” would not provide “a just measure of relief to the complaining stockholder[s],” Crowley, 30 Mass.App.Ct. at 765 , and that direct action is appropriate.

2024See Uccello, 325 Mass. at 327–329. 4.2.3.

2023Ry., 46 W.

2016In Carson v. Nat’l Bank of Commerce Trust and Sav., 501 F.2d 1082, 1082-86 (8th Cir. 1974), the Eighth Circuit Court of Appeals addressed the issue of whether Nebraska would recognize a cause of action for violation of a right of privacy.

2015See Hustler Magazine, Inc. v. Falwell, 485 U.S. 46, 57 (1988); Rotkiewicz v. Sadowsky, 431 Mass. 748, 755 (2000). d.

2015A more recent case from Delaware suggests that Delaware law on the direct v. derivative distinction had been “confusing.” Tooley v. Donaldson, Lufkin & Jenrette, Inc., 845 A.2d 1031, 1035 (Del.Supr.Ct. 2004).

2015See Hustler Magazine, Inc. v. Falwell, 485 U.S. 46, 57 (1988); Rotkiewicz v. Sadowsky, 431 Mass. 748, 755 (2000). d.

2013See Commissioner of Revenue v. Comcast Corp., supra 306-308, discussing United States v. Kovel, 296 F.2d 918 (2d Cir. 1961).

2011Co., 376 Mass. 169, 173-175 (1978), which held that a derivative claim for conversion of corporate funds was a tort action governed by the three-year statute of limitations.

2011See Jackson v. Stuhlfire, 28 Mass.App.Ct. 924, 925 (1990), quoting J.W.

2011See id. (“When the alleged wrong committed by a partner harms the partnership rather than another partner individually, the appropriate approach is to file a derivative claim”); Smyth v. Field, 40 Mass.App.Ct. 625, 629 (1996) (in derivative claim, “[r]ecoveiy must be for the benefit of the limited partnership”).

2010Nowhere, however, is there an allegation that demand on the members of SRA would have been futile. 18 In that pretrial memorandum, the defendants did allude to demand futility, but only with reference to the derivative claim the plaintiff sought to bring on behalf of 330 Scangas LP. 19 Had the defendants pressed the issue, the plaintiff no doubt would have argued that demand was excused because the evidence showed that a majority *92 of the members of SRA “were alleged wrongdoers or under the control of such wrongdoers.” See Pupecki v. James Madison Corp., 376 Mass. 212, 218 (1978). 20 On appe

2010See Bessette v. Bessette, 385 Mass. 806, 806-807, 809-810 (1982) (stockholder derivative suits).

2010See Halebian v. Berv, 631 F. Supp. 2d 284, 302-303 (S.D.N.Y 2007). 9 If the corporation, within sixty days of the date of demand, decides to put *626 the question whether to accept or reject the demand to a vote of shareholders, the plaintiff must wait 120 days after the date of demand before filing the derivative proceeding in court, unless the shareholders earlier reject the demand.

2009See United States v. Ackert, supra at 139 (“a communication between an attorney and a third party does not become shielded by the attorney-client privilege solely because the communication proves important to the attorney’s ability to represent the client”); In re G-I Holdings Inc., 218 F.R.D. 428, 434 (D.N.J. 2003) (Kovel “carefully limited the attorney-client privilege ... to when the accountant functions as a ‘translator’ between the client and the attorney”); United States v. Chevron Texaco Corp., 241 F. Supp. 2d 1065, 1071 (N.D.

2009See United States v. Ackert, supra at 139 (“a communication between an attorney and a third party does not become shielded by the attorney-client privilege solely because the communication proves important to the attorney’s ability to represent the client”); In re G-I Holdings Inc., 218 F.R.D. 428, 434 (D.N.J. 2003) (Kovel “carefully limited the attorney-client privilege ... to when the accountant functions as a ‘translator’ between the client and the attorney”); United States v. Chevron Texaco Corp., 241 F. Supp. 2d 1065, 1071 (N.D.

2009See United States v. Ackert, supra at 139 (“a communication between an attorney and a third party does not become shielded by the attorney-client privilege solely because the communication proves important to the attorney’s ability to represent the client”); In re G-I Holdings Inc., 218 F.R.D. 428, 434 (D.N.J. 2003) (Kovel “carefully limited the attorney-client privilege ... to when the accountant functions as a ‘translator’ between the client and the attorney”); United States v. Chevron Texaco Corp., 241 F. Supp. 2d 1065, 1071 (N.D.

2006Zapata Corp. v. Maldonado, 430 A.2d 779, 784 (1981).

2006Lichtenfeld’s standing to pursue a derivative claim “hinges on his ability to establish that the [Biogen] Board’s rejection of his demand was wrongful.” Levine v. Smith 591 A.2d 194, 212 (Del. 1991).

1997The court acknowledged, however, that “(t)he rule of corporate recovery for wrongs to the corporation may not be inflexible,” Crowley, 30 Mass.App.Ct. at 765 n.17, citing Samia v. Central Oil Co., 339 Mass. 101, 123 (1959), where “direct relief to the complaining shareholder was permitted in order ‘more justly [to] apportion the burden of the recovery among the wrongdoers.’ ” I conclude that the allegations in this case based upon the January 1986 issuance of stock to defendants state a direct claim of wrongful dilution of plaintiffs’ stock, and that the allegations based upon the November 198

1997Compare Perkins Sch. for the Blind v. Rate Setting Commn., 10 Mass. App. Ct. 656, 661-662 (1980), S.C., 383 Mass, at 830.

1994See Berube, supra; Flint v. Ackley, Commonwealth Nos. 90-1651-B, 91-1068-A, 91-2571-B slip. op. at 5-6 (Plymouth Co., March 23, 1993) (Stearns, J.).