The Forgotten Derivative Suit

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					The Forgotten Derivative Suit
Kenneth B Davis Jr
Vanderbilt Law Rev
				
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Description: This Article examines the factors contributing to the decline of the derivative suit and evaluates whether corporations and their shareholders are better off as a result. To assess the state of derivative litigation today, it surveys opinions involving derivative suits involving Delaware corporations brought in federal and Delaware courts. In all, 294 cases are considered. Corporate control has substantial value, as recognized by both the law and the marketplace. Yet the legal limitations on that value depend on the vague precepts of fiduciary obligation. Derivative litigation performs not only the task of righting particular wrongs but also of translating these general precepts into tangible rules. These rules well may be the most exportable part of US corporate governance. Outside the US and the UK, the controlled publicly traded corporation is the predominant form of private business organization.
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