Derivative Suits
1.  notice:  BOD has 90 days to fix before suit brought
a.  exception:  SOL would run out
b.  exception:  irreparable harm
2.  standing:
a.  SH owns shares at time of bad act
b.  Sh will fairly/adequately represent the corporation’s interests
3.  req’d independent review:  may reccommend dismisal; settlement req’s ct’s approval; ct can award atty’s fees
4.  recovery is to corp! not SH
5.  exceptions to derivative suit rules:  closely held corp w/ 35 SH’s or less – entire suit can be viewed as direct suit w/ recovery directly to SH