Derivative action

Definition - Noun
: a suit brought by a shareholder on behalf of a corporation or by a member on behalf of an association to assert a cause of action usu. against an officer which the corporation or association has itself failed to assert for its injuries
compare direct action
A shareholder or member bringing a derivative action must describe in the complaint attempts to obtain action from the corporate directors or association authorities, or from other shareholders or members, and the reasons these attempts failed. The plaintiff must fairly and adequately represent the other similarly situated shareholders or members, and the action may not be collusive. Federal Rule of Civil Procedure 23.1 governs derivative actions brought in federal court.



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Based on Merriam-Webster's Dictionary of Law ©2001.
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promissory estoppel

an estoppel that prevents a promisor from denying the existence of a promise when the promisee reasonably and foreseeably relies on the promise and to his or her loss acts or fails to act and suffers an injustice that can only be avoided by enforcement of the promise


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