# kaal:claim:3017612-015

**Claim.** Corporate claims frequently go unpursued because the decision to sue rests with directors who are often the wrongdoers themselves, which is why shareholders resort to derivative actions.

**Type.** mechanism  **Support.** evidenced

**Holds when.**

- injury is to the corporation rather than to shareholders individually

**Source quote.**

> When the corporation is harmed, it is the corporation that has the claim, but directors are often unwilling to pursue claims, especially when they are the wrongdoers.

**From.** Wulf A. Kaal, *Shareholder Agreements - National Report of the United States of America* (2017), III.1 Shareholders' Agreements on Shareholder Rights, page 8

**Cite as.** Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612

**Verify.** sha256 of source PDF `33821db406f92efbe1698fbaed37687595c13b7ce5463b4a879df679fd4af1ac` at https://raw.githubusercontent.com/wulfkaal/Academic-Papers/main/papers/pdf/Kaal%20-%202017%20-%20Shareholder%20Agreements%20-%20National%20Report%20of%20the%20United%20States%20of%20America.pdf

**Failure mode.** director-self-interest-blocks-corporate-claims  (family: agency-cost-and-managerial-opportunism)

**Topics.** compliance, corporate-governance

**Keywords.** derivative-actions, enforcement, director-conflicts, corporate-claims

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