Shareholder Rights & Derivative Suits
Business Associations · Lesson 06
Shareholder Rights & Derivative Suits
這一課問的是：股東有何權利？股東能否代位提起代位訴訟？
ActorActObjectStandardConsequence
Visual Scene · the picture in your head
Issue. What shareholder rights apply, and may a shareholder bring a derivative suit on the corporation's behalf?
這一課問的是：股東有何權利？股東能否代位提起代位訴訟？
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
direct suit
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Shareholder sues for harm to herself.
直接訴訟。
derivative suit
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Shareholder sues on corporation's behalf for harm to corporation.
代位訴訟。
demand requirement
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Shareholder must demand action by board first.
要求要件。
demand futility
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Demand excused if futile (majority of board interested or wrongdoing).
要求無益。
contemporary ownership
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Plaintiff held shares at time of wrong.
當時持股。
special litigation committee
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Board's committee may decide whether to pursue derivative claim.
特別訴訟委員會。
inspection rights
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Shareholders may inspect books and records for proper purpose.
查閱權。
Issue · what this lesson is really about
What shareholder rights apply, and may a shareholder bring a derivative suit on the corporation's behalf?
這一課問的是：股東有何權利？股東能否代位提起代位訴訟？
Trigger words & phrases that should flag this issue:
derivativedirectdemandshareholdercorporate harm
Expression Bank · how lawyers actually say it
Six function → sentence patterns. Use these in essay applications.
| Function | English sentence | 中文 |
|---|---|---|
| Distinguish | Direct suits redress shareholder's own injury; derivative suits redress corporate injury. | 直接訴訟救濟股東自身傷害；代位訴訟救濟公司傷害。 |
| Apply demand | Plaintiff must demand board action unless demand would be futile. | 須對董事會要求行動，除非無益。 |
| Apply futility | Demand futile if majority of board is interested or breached duty. | 要求無益：多數董事有利益衝突或違反義務。 |
| Apply contemporary | Plaintiff must have owned shares at time of alleged wrong and throughout suit. | 須於不法時點及訴訟期間持股。 |
Rule Sentence · the workhorse
A shareholder may bring a direct suit for harm to the shareholder personally, or a derivative suit on the corporation's behalf for harm to the corporation, subject to the demand requirement and contemporaneous-ownership rule.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人shareholder股東
Act 行為filing suit提起訴訟
Object 對象corporate or shareholder injury公司或股東傷害
Standard 法律標準direct vs derivative + demand + ownership直接 vs 代位 + 要求 + 持股
Consequence 後果suit allowed or dismissed訴訟允許或駁回
Casebook Snapshot · a real American case
Aronson v. Lewis
Holding. Demand on the board is excused as futile where the plaintiff alleges with particularity facts creating a reasonable doubt that (1) the directors are disinterested and independent, or (2) the challenged transaction was the product of valid business judgment.
Why it matters. Aronson set the demand-futility framework — strict pleading required to excuse the demand.
Aronson：要求無益須具體質疑董事獨立性或商業判斷。
Common Mistakes · what trips students
✗ derivative 與 direct 互換。
✓ Distinguish based on whose injury.
以誰之傷害區分。
✗ demand 一定可請求豁免。
✓ Demand futility requires showing.
須舉證無益。
Mini IRAC · build the Application
Issue. May a shareholder bring a derivative suit for board self-dealing without first demanding board action?
Rule. Demand on the board may be excused as futile where the plaintiff alleges with particularity that a majority of directors faces a substantial likelihood of liability or lacks independence.
Application (model). The plaintiff alleges that a majority of directors personally engaged in or approved self-dealing. Because demand is excused as futile when a majority of directors faces a substantial likelihood of liability, the fact that a majority of the board is alleged to have approved or participated in self-dealing means demand would be futile.
Pick the right element for each blank:
g1.
g2.
g3.
Conclusion. Therefore, the derivative suit may proceed without demand.
MBE Check · multiple choice
A shareholder, S, sues alleging that the board breached its duty of care by approving an ill-advised acquisition. Which type of suit?
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: