[Your Name] [Your Address] [City, State, ZIP] [Email Address] [Phone Number] [Date] [Recipient's Name] [Recipient's Job Title] [Company Name] [Company Address] [City, State, ZIP] Subject: Motion to Dismiss on Shareholder Derivative Claims Dear [Recipient's Name], I hope this letter finds you well. I am writing to you on behalf of my clients, who are shareholders of [Company Name], and we would like to bring to your attention a motion to dismiss the shareholder derivative claims that have been filed against the company in the [Court Name]. Our motion is based on several grounds, and we firmly believe that these claims lack merit and should be dismissed. In addition, we have conducted thorough research and have identified legal precedents and relevant case law that support our arguments. We believe that it is in the best interest of all parties involved to resolve this matter swiftly and efficiently. Firstly, we argue that the shareholders filing the derivative claims have failed to satisfy the necessary prerequisites for bringing such actions. Under Texas law, shareholders are required to meet certain criteria, including owning a minimum percentage of shares and making a demand to the company's board before initiating derivative litigation. We have evidence that these prerequisites have not been fulfilled, thereby rendering the claims invalid. Secondly, it has come to our attention that the allegations put forth in the derivative claims are factually inaccurate and lack substantial evidence. Our thorough investigation into these allegations has revealed no wrongdoing on the part of the company's board or management. Furthermore, the actions taken by the board were in line with their fiduciary duties and performed in the best interest of the company and its shareholders. Moreover, we contest that the derivative claims are redundant and duplicative of direct claims already brought forth by individual shareholders. These claims, when combined, essentially allege the same misconduct and demand similar relief. Consolidating these claims will promote judicial economy and avoid unnecessary duplication of efforts and expenses. We kindly request that you review our motion to dismiss and the supporting evidence enclosed within this letter. We are confident that upon careful examination, you will find our arguments compelling and compelling enough to warrant the dismissal of the derivative claims. Should you require any additional information or have any questions, please do not hesitate to contact me at [Phone Number] or [Email Address]. We would be more than happy to provide you with any documentation or further explanations you may require. Thank you for your attention to this matter. We appreciate your careful consideration and prompt action in dismissing these shareholder derivative claims. Sincerely, [Your Name]
San Antonio Texas Sample Letter regarding Motion to Dismiss on Shareholder Derivative Claims
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Verified Shareholder Derivative Complaint means the Verified Shareholder Derivative Complaint For Violations of the Securities Exchange Act of 1934, Breach of Fiduciary Duty, Waste of Corporate Assets, and Unjust Enrichment filed by Peter Derrer on or about April 12, 2010.
A derivative action permits a minority shareholder, as representative of all of the other shareholders, to institute proceedings on behalf of the Company in an attempt to redress a wrong perpetrated by the majority shareholders on the Company.
A derivative action is a type of lawsuit in which the corporation asserts a wrong against the corporation and seeks damages. Derivative actions represent two lawsuits in one: (1) the failure of the board of directors to sue on an existing corporate claim and (2) the existing claim.
Only shareholders of a corporation can bring a derivative suit.
A shareholder derivative action is brought by a shareholder or group of shareholders. Generally, the plaintiff must be a legal or beneficial owner of stock security, or other equityoptions, warrants, or other rights to purchase or receive stock do not confer standing.
Some states allow a person to bring a derivative suit as long as he or she held the company's stock at the time of the incident that gave rise to the suit. Others require that the shareholder owns stock in the company at the time of the inciting action and continuously throughout the resolution of the lawsuit.
A shareholder derivative lawsuit is a legal action filed by an individual shareholder, in the name of the company, to redress wrongs or harms to the company that the Board of Directors or Officers will not address themselves.
1. What is a shareholder derivative suit? It is a lawsuit brought by a shareholder or group of shareholders to assert a claim belonging to the company against, most often, directors and officers. They may, although rarely, be asserted against third parties.
If the harm has been caused to the company alone, then a derivative action is appropriate. If the harm is to one or more shareholders, in their capacity as such, then an oppression claim may be appropriate. Of course, harms to the company will generally also cause harm to its shareholders.
A derivative action is a type of lawsuit in which the corporation asserts a wrong against the corporation and seeks damages.
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Sawyer, et al. v. Fidelity National Financial, F. S. B. et al., et al. Plaintiff's claim for breach of contract based on the failure of defendant and four other parties to satisfy their fiduciary duty to plaintiff and one of his daughters. The court denied defendant's motion to dismiss; dismissed plaintiff's claims for breach of contract, declaratory judgment and fraudulent inducement, and awarded in part and in part plaintiff's attorneys' fees. United States District Court, E. D. Texas. Schultz v. United Technologies Corp. Plaintiff's claim for breach of fiduciary duty and violations of the Texas Deceptive Trade Practices Act and of the Federal False Claims Act as alleged in the Complaint and the Second Amended Complaint. The court granted in part and denied in part defendants' motions to dismiss for failure to state a claim and for an instruction on the statute of limitations. United States District Court, W. D. Texas, San Antonio Division. Serena v.
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