Larson v. Dumke

ALDISERT, Senior Circuit Judge:

We are to decide if the district court abused its discretion in dismissing a derivative suit brought by a substantial shareholder on behalf of a corporation. Other issues are present, but our decision essentially turns on whether, as found by the trial court, the plaintiff sought to rescind an Employee Stock Option Plan (ESOP). If that was the relief sought, there exists a strong argument that the plaintiff could not qualify as an adequate representative because he was “economically antagonistic” toward the corporation and other shareholders. Rule 23.1,…