In assuming to discuss in this place some of the current phases of stockholders' derivative actions against directors of corporations, I shall try to keep a course between two extremes. On the one hand, it is of little use to fulfill the easy duty of enunciating general rules of law, stated in such a form that both parties in a contested cause may equally invoke them. Nor, on the other hand, is it of much value to fill an hour's time with details of cases recently decided which, although interesting in themselves, resist general application. What I shall try instead is to run over with you the main lines of decision emerging from recent derivative actions, using the facts for illustration only; and in doing so I must bear in mind that I am speaking to an audience of technicians. Indeed, I see among the audience some faces which have appeared on the opposite and wrong side of the counsel table in some of the suits which might arise for discussion here, in some that are pending; which perhaps will appear in others that may be only meditated. Hence, anything I may say this evening must be subject to the caution that it is wholly without prejudice. If the text of my remarks shall appear hereafter in the brief of some future adversary on behalf of an unexpected and (needless to say) unjustified application to new facts, then let it be understood that my future interpretation of this text will be equally authoritative with the text itself.
Ralph M. Carson,
CURRENT PHASES OF DERIVATIVE ACTIONS AGAINST DIRECTORS,
Mich. L. Rev.
Available at: https://repository.law.umich.edu/mlr/vol40/iss8/2