Thomas v. Dickson

Bell, Justice.

We granted certiorari in this case to consider whether a suit brought by a one-third minority shareholder in a closely held corporation against the majority shareholders was properly maintainable as a derivative or direct action. Thomas v. Dickson, 162 Ga. App. 569 (1) (291 SE2d 747) (1982).

In Thomas, three men, Dickson, Thomas, and Akin formed Trio Sales, Inc. They each paid $1,000 for 1,000 shares of stock and each loaned the corporation $9,000 in return for a promissory note. All three served as officers of the corporation, and they agreed to receive $1,000 a month as a…