Crosby v. Beam

The issue before us is whether the appellees’ cause of action may be maintained as an individual action or whether dismissal was proper because the suit was not instituted as a Civ. R. 23.1 shareholder’s derivative suit.

A shareholder’s derivative action is brought by a shareholder in the name of the corporation to enforce a corporate claim.1 Such a suit is an exception to the usual'rule that a corporation’s board of directors manages or supervises the management of a corporation. A derivative action allows a shareholder to circumvent a board’s refusal to bring a suit on a claim. On the other…