Shareholder Standing

43 Florida cases classified under this topic · sorted by citation count · see the citation graph · browse and sort

• Gregory v. Mitchell
  634 F.2d 199· 5th Cir.· 1981-01-12 ·cited 105×
  The court held that shareholders lack standing to sue for corporate injuries, pendent jurisdiction was properly declined, leave to amend was untimely, and claims against the FDIC and United States were correctly dismissed.
• Kauffman v. The Dreyfus Fund, Inc.
  434 F.2d 727· 3d Cir.· 1970-09-24 ·cited 82×
  A shareholder lacks standing to bring a primary action for harm to the corporation, and thus cannot represent a class of shareholders or bring a class derivative action on behalf of other corporations in which they do not own shares.
• Gallup v. Caldwell
  120 F.2d 90· 3d Cir.· 1941-05-21 ·cited 60×
  An equitable owner of stock, though not a shareholder of record, may bring a derivative action on behalf of the corporation, but can only complain of transactions occurring after acquiring ownership.
• Gaff v. Fed. Deposit Ins. Corp.
  814 F.2d 311· 6th Cir.· 1987-03-20 ·cited 36×
  The court held that a shareholder alleging only diminution in stock value lacks standing for direct federal claims, but state law claims should not have been dismissed with prejudice.
• Angelino v. Santa Barbara Enters., LLC
  2 So. 3d 1100· Fla. 3d DCA· 2009-02-18 ·cited 29×
  Sabrina Angelino appeals the trial court's entry of a temporary injunction and constructive trust imposed in a business dispute involving competing telecommunications companies. The appellate court reversed, finding the injunction lacked specific factual findings, was overly broa
• Soranno's Gasco v. Morgan
  874 F.2d 1310· 9th Cir.· 1989-05-15 ·cited 27×
  The court held that a genuine issue of material fact exists regarding retaliatory motivation for permit suspension, precluding summary judgment on First Amendment claims. However, the court affirmed summary judgment on due process claims, finding that public interest justified su
• Stein v. United Artists Corp.
  691 F.2d 885· 9th Cir.· 1982-11-03 ·cited 23×
  A Chapter XI bankruptcy debtor in possession's unlisted antitrust claim does not revest in the debtor upon plan confirmation and cannot be assigned without reopening bankruptcy proceedings; an individual shareholder/creditor lacks standing to sue for injuries derivative of corpor
• Olin Jones v. Ford Motor Co.
  599 F.2d 394· 10th Cir.· 1979-06-01 ·cited 22×
  The court held that the plaintiff lacked standing to bring an antitrust claim as the alleged injury was to the corporation, not directly to him, and that the plaintiff's common law fraud and Rule 10b-5 claims were barred by the statute of limitations because he had discovered the
• EMI Ltd. v. Bennett
  738 F.2d 994· 9th Cir.· 1984-07-23 ·cited 20×
  A foreign parent corporation (EMI) lacks standing to challenge a state tax assessment against its domestic subsidiary (Capitol), as the injury is to the corporation, not directly to the shareholder.
• Sparling v. Hoffman Constr. Co., Inc.
  864 F.2d 635· 9th Cir.· 1988-12-21 ·cited 18×
  The court held that the dismissal of Active's claims due to an arbitration clause was proper, the transfer of venue was not an abuse of discretion, the Sparlings' fraud claims were properly dismissed for failure to plead with particularity, the Sparlings lacked standing to assert
• Kush v. Am. States Ins. Co.
  853 F.2d 1380· 7th Cir.· 1988-07-22 ·cited 18×
  A shareholder cannot bring an intentional infliction of emotional distress claim against an insurer for actions directed at the corporation, as the shareholder lacks standing and such claims are preempted by the Illinois Insurance Code.
• Jacques Moreau v. Egon Oppenheim
  663 F.2d 1300· 5th Cir.· 1981-12-02 ·cited 18×
  The court affirmed the jury's verdict and the district court's judgment, finding sufficient evidence to support the verdict and rejecting the Oppenheims' various claims of error.
• Shell Petroleum, N.V. v. Graves
  709 F.2d 593· 9th Cir.· 1983-06-30 ·cited 14×
  A foreign corporation shareholder lacks standing to challenge state tax assessments when the injury is not direct and independent of the corporation, and the controversy is not ripe due to ongoing administrative proceedings offering plain, speedy, and efficient state remedies.
• In re Dein Host, Inc. v. Dein Host, Inc.
  835 F.2d 402· 1st Cir.· 1987-12-21 ·cited 13×
  An individual shareholder lacks appellate standing to challenge a bankruptcy court order allowing a debtor to assume a lease when the alleged injury is to the corporation in which the shareholder holds an interest, not to the shareholder directly.
• Strazzulla v. Riverside Banking Co.
  175 So. 3d 879· Fla. 4th DCA· 2015-09-02 ·cited 12×
  Shareholders of Riverside Banking Company appealed dismissal of their direct action complaint alleging negligent and fraudulent misrepresentation by corporate directors. The court held that shareholders can bring a direct action if they allege both direct harm and special injury,
• Leach v. Fed. Deposit Ins. Corp.
  860 F.2d 1266· 5th Cir.· 1988-12-02 ·cited 11×
  Minority shareholders lack standing to assert claims under the National Bank Act or RICO when their injury is solely a decline in stock value due to corporate mismanagement, as such claims are considered corporate, not individual, injuries.
• Scattergood v. Perelman
  945 F.2d 618· 3d Cir.· 1991-09-23 ·cited 10×
  The court held that the appeal from the denial of a preliminary injunction is moot because the merger has occurred, and that the plaintiffs' federal securities claims based on a misleading proxy statement and pre-merger misrepresentations in a freeze-out merger are barred by the
• In re Se. Banking Corp.
  827 F. Supp. 742· S.D. Fla.· 1993-08-13 ·cited 9×
  The court held that claims concerning the acquisition of two thrift institutions and related dividend payments could be direct claims, while other claims were derivative and belonged to the FDIC. Simple negligence claims were dismissed.
• Jones v. Niagara Frontier Transp. Auth. (Nfta)
  836 F.2d 731· 2d Cir.· 1987-12-31 ·cited 8×
  The court held that the district court was justified in dismissing the action under Fed.R.Civ.P. 37(b)(2)(C) due to the plaintiff's willful refusal to comply with discovery orders.
• Saylor v. Bastedo
  623 F.2d 230· 2d Cir.· 1980-05-23 ·cited 8×
  The court held that the district court abused its discretion by dismissing the action sua sponte for want of prosecution without adequate notice and by denying the motion to substitute the deceased plaintiff's executors.
• Chaul v. Abu-Ghazaleh
  994 So. 2d 465· Fla. 3d DCA· 2008-11-05 ·cited 7×
  Shareholders lack standing to bring a direct action for injuries to the corporation; their claims were derivative and should have been brought as such.
• W. Dist. Council OF Lumber Prod. & Indus. Workers v. La. Pac. Corp.
  892 F.2d 1412· 9th Cir.· 1989-12-28 ·cited 6×
  A shareholder has standing to sue directly to challenge the sufficiency of a proxy statement and to enjoin corporate action before it occurs, and the death of a director's sibling severs the sister-in-law relationship for disclosure purposes under Rule 14a-3.
• Womble v. J.R. Dixon, III
  752 F.2d 80· 4th Cir.· 1984-10-29 ·cited 5×
  The court held that while the shareholders' action to remove the FSLIC as receiver was time-barred and their direct claims against officers/directors were preempted, their derivative claims against parties not sued by the FSLIC could proceed without a formal demand, subject to fu
• Gutierrez v. Shaffer
  490 So. 2d 1299· Fla. 3d DCA· 1986-06-24 ·cited 4×
  The court affirmed a judgment against Gutierrez for breach of fiduciary duty and conversion but modified it to remove individual damages to Shaffer, holding that losses belonged solely to the corporation.
• Solinger v. A. & M. Records, Inc.
  718 F.2d 298· 9th Cir.· 1983-10-11 ·cited 4×
  A prospective shareholder lacks standing to sue for antitrust violations that allegedly injured a corporation they intended to acquire.
• Okin v. Sec. & Exch. Comm'n
  143 F.2d 943· 2d Cir.· 1944-07-10 ·cited 4×
  A shareholder is not an 'aggrieved' person entitled to review SEC orders unless they have a valid individual or derivative right impaired by the orders, and must satisfy usual derivative suit requirements.
• THE Arbitrage Fund v. Petty
  307 So. 3d 119· Fla. 3d DCA· 2020-07-22 ·cited 2×
  The Third District Court of Appeal reversed a trial court's order denying class certification, finding that the Unaffiliated Shareholder had standing to bring a direct suit for breach of fiduciary duties. The court held that the inability of some shareholders to retain equity in
• Alcan Aluminium Ltd. v. Franchise TAX Bd. OF the State OF Cal.
  860 F.2d 688· 7th Cir.· 1988-10-19 ·cited 2×
  Foreign parent corporations have standing to challenge California's franchise tax because the tax directly and independently injures them by disfavoring the use of their subsidiaries as instrumentalities of foreign commerce.
• O'Neal v. Gen. Motors Corp.
  841 F. Supp. 391· M.D. Fla.· 1993-12-10 ·cited 1×
  The court held that Plaintiffs were not entitled to the protections of the Automobile Dealers' Day in Court Act because they lacked a written franchise agreement with the defendants. Furthermore, any claims related to the Braun dealership were vested in the court-appointed receiv
• United Paperworkers Int'l Union v. Int'l Paper Co.
  985 F.2d 1190· 2d Cir.· 1993-02-12 ·cited 1×
  The court held that a company's proxy statement was materially misleading in violation of Section 14(a) and Rule 14a-9 by failing to disclose significant environmental violations and that the annual report alone did not cure the misleading omissions.
• Dorsey v. Jones
  Del. Ch.· 2025-09-08
  The Court of Chancery denied Robert Jones's eight pending motions. The court held that a shareholder's grant of a proxy does not divest them of standing to bring derivative claims, that the doctrine of unclean hands is generally not a basis for dismissal at the pleading stage, an
• Rav Bahamas, Ltd. v. Genting Americas, Inc.
  S.D. Fla.· 2025-07-01
  The court held that the plaintiff's claims were derivative in nature and must be brought on behalf of the corporation, requiring the joinder of an indispensable party that would likely destroy diversity jurisdiction.
• Estrada v. Chirinos
  Fla. 3d DCA· 2021-02-24
  A petition for certiorari to challenge a discovery order must demonstrate irreparable harm that cannot be corrected on post-judgment appeal; petitioners' claims of overbreadth and sensitivity of financial information, without showing such irreparable harm, are insufficient to war
• Gentile
  Del.· 2006-08-17
  The Court reversed the Court of Chancery's grant of summary judgment, holding that the minority shareholders' claim for breach of fiduciary duty arising from the debt conversion transaction was not exclusively derivative and could be brought directly. The Court found that the tra
• Mid-West Nat'l Life Ins. Co. of Tenn. v. Breton
  993 F. Supp. 2d 347· N.D. Fla.· 2001-01-29
• Del. Opinion 33150
  Del. Ch.· 2000-07-18
  The court granted in part and denied in part the defendants' motion to dismiss. The court dismissed claims against non-director shareholders for breach of fiduciary duty, finding they did not owe such duties. Claims for aiding and abetting by the acquirer were dismissed for insuf
• Thomas v. N.A. Chase Manhattan Bank
  994 F.2d 236· 5th Cir.· 1993-06-22
  The court held that the plaintiff lacked standing to bring most of his claims, but remanded for further findings on his capacity to sue on behalf of a trust.
• Myron R. Stahl v. Gibraltar Fin. Corp.
  967 F.2d 335· 9th Cir.· 1992-06-18
  Shareholders have standing to bring suit under section 14(a) of the Securities Exchange Act of 1934 even if they did not rely on the false or misleading proxy statements.
• Dixie J. O'Neill v. Church's Fried Chicken, Inc.
  910 F.2d 263· 5th Cir.· 1990-08-30
  A shareholder's derivative action that increases a tender offer price confers a benefit on the corporation, allowing recovery of attorneys' fees from the corporation, even if the new owner paid more.
• Noland v. Barton
  741 F.2d 315· 10th Cir.· 1984-08-20
  The court held that plaintiffs lacked standing to sue for corporate mismanagement that occurred before they acquired their shares, and that the contemporaneous ownership rule barred their claims.
• Rock River Sav. & Loan Ass'n v. Am. States Ins. Co.
  594 F.2d 633· 7th Cir.· 1979-03-22
  A subrogee cannot maintain an action in equity if the subrogor, due to equitable principles, lacks standing.
• Shrage v. Portsmouth Steel Corp.
  207 F.2d 497· 6th Cir.· 1953-10-23
  A minority shareholder lacks standing to seek judicial dissolution of an Ohio corporation under Ohio law, even with allegations of mismanagement.