Derivative Suit of a Shareholder: Direct and Representative Models

Abstract

The article is devoted to the critical analysis of the currently prevailing qualification of a derivative suit of a shareholder as a representative suit. The analyzed arguments in support of such a variant of the legal construction of a derivative suit seem unconvincing since granting a shareholder claiming a derivative suit the status of corporation’s representative not only does not allow solving a number of practical problems, but also leads to the creation of additional ones. On the contrary, the concept of a derivative suit as a direct suit, according to which the owner of the subjective right to such a claim should be recognized as a shareholder himself, is distinguished by its dogmatic simplicity and practicality, allowing the incidents arising around the construction of an indirect claim to be fairly resolved. The above allowed the author to come to the conclusion about the possibility of revising the prevailing view of the representative nature of a derivative suit. Keywords: derivative suit; direct suit; representative suit; corporation.