Can a shareholder bring a personal action against the management of a corporation for failing to oversee or supervise management?

Nova Scotia, Canada


The following excerpt is from MacDonald v. Deutsche Bank AG, 2016 NSSC 284 (CanLII):

… In finding that claims in respect of losses stemming from an alleged inability to oversee or supervise management are really derivative and not personal in nature, I have found only that shareholders cannot raise individual claims in respect of a wrong done to the corporation. Indeed, this is the limit of the rule of Foss v. Harbottle. Where, however, a separate and distinct claim (say, in tort) can be raised with respect to a wrong done to a shareholder qua individual, a personal action may well lie, assuming that all the requisite elements of a cause of action can be made out.

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