- a form of stockholder derivative action - first must determine if a corporation can sue its stockholders or directors- which were issues at common law in equity, if the corporation does not take action against its directors then the stockholders derive their right to sue the directors to recover their investments if abused. Class action was an invention of equity [modernly, 23(b)(3) class may be seeking damages]
- blending of equity and legal - essentially, since the stockholders are looking for money, they have a right to a jury trial
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