§ 1717. Limitation on standing.
The duty of the board of directors, committees of the board and individual directors
under section 1712 (relating to standard of care, justifiable reliance and business
judgment rule) is solely to the business corporation and not to any shareholder or
creditor or any other person or group, and may be enforced directly by the corporation
or may be enforced by an action in the right of the corporation, and may not be enforced
directly by a shareholder or creditor or by any other person or group. Notwithstanding
the preceding sentence, sections 1715(a) and (b) (relating to exercise of powers generally)
and 1716(a) (relating to alternative standard) do not impose upon the board of directors,
committees of the board and individual directors any legal or equitable duties, obligations
or liabilities or create any right or cause of action against, or basis for standing
to sue, the board of directors, committees of the board and individual directors.
(Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Notes of Decisions
Warden v. McLelland (2002)
ca3
“”), 15 Pa. Cons. Stat. § 1717 , entitled “Limitation on Standing.”
Wolstenholme Ex Rel. Louisiana Composite Technologies, Inc. v. Bartels (2013)
ca3
“This would require consideration of the Pennsylvania statute governing derivative suits by shareholders, 15 Pa. Cons. Stat. Ann. § 1717, as well as Pennsylvania Rule of Civil Procedure 1506, which requires the complaint in such an action to set forth “the efforts made to secure…”
First Union National Bank v. Quality Carriers Inc. (2000)
pactcomplphilad
“…as a basis for Objections 5 and 7, which address Count II. . 15 Pa.C.S. §1717. . The court need not consider the merit of the objections relating specifically to O’Brien’s position as a director of Quality Distribution. <p id="b62-”
Fayette Bank v. Nesser (In Re Nesser) (1997)
pawb
“…and may not be enforced directly by a shareholder or by any other person or group. 15 Pa.Cons.Stat.Ann. § 1717. 21 . Debtor contends that Forte and Boston Restaurants — Pa. have deprived him of economic benefits he is e”
Kitty Ward Travel v. Ward, T. (2016)
pasuperct · cites it 2×
“15 Pa.C.S. § 1717. Conversely, under established Pennsylvania law, a shareholder does not have standing to institute a direct suit for a harm that is peculiar to the corporation and [would normally] only [be] indirectly injurious to [a] shareholder.”
EDDYSTONE RAIL COMPANY, LLC v. BRIDGER LOGISTICS, LLC (2020)
paed · cites it 2×
“In response, Rios and Gamboa contend that plaintiff lacks “standing” on two grounds: because (1) Pennsylvania corporate law prohibits direct fiduciary duty claims by creditors and requires that such breach of fiduciary duty claims be asserted derivatively, see 15 Pa. Cons. Stat.…”
O'Connell v. Clayton (1995)
pactcompldelawa · cites it 3×
“Pursuant to 15 Pa.C.S. §1717, the duty of the board of directors under section 1712 (relating to standard of care and justifiable reliance) is a duty owed solely to the business corporation and may be enforced directly by the corporation or may be enforced by a shareholder by an…”
Garfield, R. v. EQT Corp. (2019)
pasuperct
““); 15 Pa.C.S. § 1717, supra. Moreover, “the injuries upon which - 11 - J-A23026-19 [Appellant’s] claims are based are not unique to him.”
DRIVER OPPORTUNITY PARTNERS I, LP v. ADAMS (2023)
pawd
“14 determination also included a review of the law under Section 14(a) of the Securities and Exchange Act of 1934, as well as fiduciary law under 15 Pa. C.S. § 1717. The Court can and did make these determinations of law after being fully and thoroughly informed of the issues by…”
Winer Family Trust v. Queen (2007)
ca3
“…may not be enforced directly by a shareholder or by any other person or group.” 15 Pa. Cons. Stat. § 1717 . The District Court properly dismissed the fiduciary duty claims against Queen. Winer’s fiduciary claims against Smithfield Foods are derivative of harm to Pennexx and…”
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