Grayson v. Imagination Station Inc., C.A. 5051-CC (August 16, 2010)

Determining if a claim is direct or derivative is often difficult.  Here the Court explains that a claim asserting the directors are acting outside their authority in violation of the relationship set out in Section 141 of the Corporation Code is direct. The facts of this case are unusual as it involves a stockholder agreement whose apparent violation is at the center of the decision.