Richard A. Booth
The subject of this chapter is direct and derivative shareholder suits. The author provides a detailed analysis of the distinct sources of losses suffered by buyers in a typical securities fraud class action and concludes that courts have mischaracterized many shareholder claims. These claims are properly seen as belonging to the corporation—derivative claims—rather than direct claims belonging to individual buyers. The chapter identifies legal support for recharacterizing the claims and considers consequences for shareholder litigation.