Legal Opinion

Nathanson v. Tortoise Capital Advisors

Court of Special Appeals of Maryland

Decided August 28, 2025No. 0370/24Published

1Opinion of the Court

Howard Nathanson, et al. v. Tortoise Capital Advisors, LLC, et al., No. 370, Sept. Term 2024. Opinion by Arthur, J. CORPORATIONS—SHAREHOLDER DERIVATIVE ACTIONS Under Maryland law, before a shareholder may bring a derivative action on behalf of a corporation, the shareholder ordinarily must make a demand upon the board of directors to bring the action. Under a “very limited exception” to this rule, a shareholder may be excused from this requirement if the shareholder can “clearly demonstrate, in a very particular manner,” that “a majority of the directors are so personally and directly…

2Cases cited53 opinions

  1. United Mine Workers of America v. GibbsSupreme Court of the United States · 1966
  2. Kokkonen v. Guardian Life Insurance Co. of AmericaSupreme Court of the United States · 1994
  3. Carnegie-Mellon University v. CohillSupreme Court of the United States · 1988
  4. Piper Aircraft Co. v. ReynoSupreme Court of the United States · 1982
  5. Atlantic Marine Constr. Co. v. United States Dist. Court for Western Dist. of Tex.Supreme Court of the United States · 2013

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