(The date above may not be accurate as a result of experimenting in how to make the blog show when a post was last modified)
It is had to see the positions taken by courts in this country in general toward the issue of direct or derivative standing when it is related to share transactions as really originating from honest reasoning efforts and not from notions and structures built by the corruption forces. The fact that shareholders generally cannot directly sue on all what corporation insiders can do with its assets apparently was not enough . It needed to be extended to the issue of selling shares and the one thing left to the real owners, their ownership. It is about shares owners lose from their ownership, that is why they are called shareholders, yet their injury often not seen except through the corporation when ,in fact, it is the injury to the corporation that can not come without injury to shareholders and not always the other way around. They put some ridiculous rules like the special injury test which stands on a made up premise not stemming from any sound reasoning related to standing that if corporation insiders are harming all shareholders the same way then they are not harming any of them directly. Why, what necessitates this end result?
It is had to see the positions taken by courts in this country in general toward the issue of direct or derivative standing when it is related to share transactions as really originating from honest reasoning efforts and not from notions and structures built by the corruption forces. The fact that shareholders generally cannot directly sue on all what corporation insiders can do with its assets apparently was not enough . It needed to be extended to the issue of selling shares and the one thing left to the real owners, their ownership. It is about shares owners lose from their ownership, that is why they are called shareholders, yet their injury often not seen except through the corporation when ,in fact, it is the injury to the corporation that can not come without injury to shareholders and not always the other way around. They put some ridiculous rules like the special injury test which stands on a made up premise not stemming from any sound reasoning related to standing that if corporation insiders are harming all shareholders the same way then they are not harming any of them directly. Why, what necessitates this end result?
In contrast there is this simple reasoning which shows that there is a direct standing whenever the issue contested is the issuing and selling of shares even when it appears to be more about the assets generated from the issuing or selling of those shares rather than the added dilution itself.
All issued shares come from the authorized shares. Fiduciary duty to shareholders requires the use of the authorized shares for the best interest of shareholders. Therefore a shareholder would still have direct standing to complain about, for example, how insiders favored a friend and sold him shares at half the price. That is because there is a direct injury to shareholders to complain about in not using the authorized shares for their best interest which in this case required using those shares for the best interest of the corporation and that required obtaining the best possible price . Correcting that injury to shareholders can come through correcting the price or returning those shares. What is wrong in this reasoning or why is it hard to be seen for a mind trying to work honestly?(this was added recently for testing )
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