Zimmerman v. Bell’s Empirical Analysis

Citation profile

1 federal appellate · 1 district · 2 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 8 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “In a derivative action brought by one or more shareholders or members to en force a right of a corporation or of an unincorporated association, the corporation or association having failed to enforce a right which may properly be asserted by it, the complaint shall be verified and shall allege (1) that the plaintiff was a shareholder or member at the time of the transaction of which he complains or that his share or membership thereafter devolved on him by operation of law, and (2) that the action is not a collusive one to confer jurisdiction on a court of the United States which it would not otherwise have. The complaint shall also allege with particularity the efforts, if any, made by the plaintiff to obtain the action he desires from the directors or comparable authority and, if necessary, from the shareholders or members, and the reasons for his failure to obtain the action or for not making the effort. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the shareholders or members similarly situated in enforcing the right of the corporation or association. The action shall not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to shareholders or members in such manner as the court directs.”

   1 later decision quote this exact passage · from the majority
   e.g. Smith v. Gordon

2. “Although a practical solution to this problem (when all of the members of a corporation’s board of directors are alleged wrongdoers named as defendants) would be for the shareholders to authorize the demanding plaintiff to prosecute a derivative suit on the corporation’s behalf, such a remedy is not sanctioned by Maryland law. Given the fact that the shareholders would either have to order the directors to maintain the action against themselves, or to remove the present board and replace it with one that could maintain the suit against the former directors, it is readily apparent that there is no reason to require the plaintiffs here to have made a demand on the stockholders. See Oldfield v. Alston, 77 F.R.D. 735, 742 (N.D.Ga.1978) (applying Maryland Law).”

   1 later decision quote this exact passage · from the majority
   e.g. 964 F. Supp. 783 - Strougo Ex Rel. Brazil Fund, Inc. v. Scudder, Stevens & Clark, Inc.