A Shareholder's derivative suit is an action brought by a shareholder not on its own behalf, but on behalf of the corporation, on grounds that the corporation is being cheated by corrupt actions from within. The shareholder brings an action in the name of the corporation against the corrupt officers and the outsiders with whom they’re in league. Any proceeds of the action go to the corporation.
株主代表訴訟 An action brought by a minority shareholder is liable to be defeated by the Foss v. Harbottle principle. But exceptions have been evolved to the principle laid down in that case primary among them being 'the ultra vires exception' and the 'fraud on minority' exception.
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