California, United States of America
The following excerpt is from Sprengel v. Zbylut, 253 Cal.Rptr.3d 561, 40 Cal.App.5th 1028 (Cal. App. 2019):
"Because a corporation exists as a separate legal entity, the shareholders have no direct cause of action or right of recovery against those who have harmed it. The shareholders may, however, bring a derivative suit to enforce the corporations rights and redress its injuries when the [corporation] fails or refuses to do so." ( Grosset v. Wenaas (2008) 42 Cal.4th 1100, 1108, 72 Cal.Rptr.3d 129, 175 P.3d 1184.) "An action is deemed derivative "if the gravamen of the complaint is injury to the corporation, or to the whole body of its stock and property without any severance or distribution among individual holders, or it seeks to recover assets for the corporation or to prevent the dissipation of its assets." [Citation.]" ( Ibid. [fn. Omitted].) "A personal claim, in contrast, asserts a right against the corporation which the
[253 Cal.Rptr.3d 570]
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