Courts here and standing in dilution cases-4

Like I said earlier, I am back to this topic. I intend to make this argument short and clear. Here is one current reasoning of mine in dealing with the technical level.

 

Even if we consider "Authorized Shares" in the article of incorporation to mean that the generated shares will be owned by the corporation then the reasonable way to understand that would be in  it is being a conditional ownership. In other words, ownership  by the corporation for the generated shares won't start unless those shares were generated for the best interest of shareholders. What calls for this understanding is that ,unlike the initial capital for example, Authorized Shares can be used in a way that is for the best interest of the corporation but not necessarily for the best interest of shareholders. [(Added 9/12/2013) Notice that the preceding statement also imply that even in cases where there is also an injury to the corporation a sufficient path to recovery for shareholders through the corporation equivalent  to that through direct standing may not exist].Since it is reasonable to assume that , from the start, owners of corporations do not want to give away their ownership unless it is for their best interest, it follows from that that conditional ownership by the corporation for any shares generated as part from the Authorized Shares.[(Added 9/12/2013)  Let me state that in another way. Since it does not make sense that owners of a corporation would choose to authorize a power that can be used to take away their ownership in the corporation for other than their best interest with no right for them to demand legal recovery while there is a better alternative, then the ownership by the corporation for shares issued as part of the Authorized Shares needs to be understood as being contingent on that issuance being for the best interest of shareholders].That means unless shares were generated (issued) for the best interest of shareholders then ownership by the corporation for those shares did not happen and therefore shareholders still have their direct standing to bring  lawsuits in dilution cases.