Derivative Actions by Shareholders--论文代写范文精选

51due论文代写网精选代写范文:"Derivative Actions by Shareholders"。理论上来讲当公司的权益受到损害时，作为公司终极所有者股东的利益将不可避免的受到损失。但实际情况是公司是独立法人，股东一般无权决定是否追求侵权者的法律责任。但是在联邦民事诉讼规则23.1，规定原告必须是股东或成员在交易的时间，以带来一个衍生诉讼。在这样的一个案例中，少数股东戴安娜，就有可能战胜多数股东阿诺德。法院应禁止阿诺德的命令，警告阿诺德并采取适当的经济处罚。

When the company’s right is violated, the shareholders, as the ultimate owner of company’s interests, will inevitably receive damage. But as the company is the independent legal entity, the shareholders generally have no right to decide whether or not pursue the legal liability of infringer. Due to the separation of ownership from management, the company daily management power is mostly dominated by managers, directors and other senior management personnel (Arnold and Margaret referred to in this case). The shareholders, especially minority shareholders, are weak for the supervision of the company. When infringers are third one, who have nothing to do with the company, the decisions made by the board are usually reasonable, however, when the infringers are members of the board, senior staff who control the company (Beta), the interests of the minority shareholders usually suffer from damage

“Derivative Actions by Shareholders”, entitled by Federal Rule of Civil Procedure 23.1, states that a plaintiff have to be a shareholder or member at the time of the transaction in order to bring a derivative suit. Besides, under New York Business Corporation Law § 626(b), in this case, Arnold, as one of the directors and the majority shareholder of Beta, who held 85 shares of common stock out of a total of 100 shares issued and outstanding, infringed the company’s interests for his own good without the other director Tom’ admission. Therefore, the minority shareholder Diana, has the possibility to prevail against Arnold. The court should forbid Arnold’s order about purchasing the real estate from the Commercial Property and warn Arnold with an appropriate economic punishments.-w

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