Before we turn to too much more case law, it is important to understand the particular procedural aspects of the stockholder litigation that we will be reading. Because the litigation involves stockholders, directors, and the corporation, it is procedurally different than litigation you may have seen until now in law school.
The source of these differences is often a question about who gets to speak for and vindicate the rights of the corporation - the board or the stockholder. Resolution of this question is especially important when it is the board itself that is accused of wrong-doing against the corporation.
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