McDermott, Will & Emery v. Superior Court

Opinion

WOODS, J.—

Introduction

May a shareholder sue its corporation’s outside counsel in a derivative action for legal malpractice arising out of counsel’s representation of the corporation, where the corporation refuses a proper demand to commence the action? Under the procedural posture of this case (a denial of a motion for judgment on the pleadings), we are not called upon to address the merits of this lawsuit or whether such a suit would subsequently be dismissed under the business judgment rule. Rather, we are asked to decide whether, assuming all procedural requirements have been met…