Deal v. Tugalo Gas Co., Inc., 19-14336, 2021 WL 1049813, at *2 (11th Cir. Mar. 19, 2021):
A corporation's directors and officers owe fiduciary duties to the company; if a shareholder believes that they have breached those duties, he can bring a “derivative suit” on behalf of the corporation, for the harm done to it. See Stephen M. Bainbridge, Corporate Law 207 (3d ed. 2002). In a derivative suit, the cause of action belongs to the corporation, rather than to the individual shareholder-plaintiff, and any recovery thus goes to it. Id. Because the cause of action is ultimately the corporation's own, a shareholder can bring suit only in the event that a company's board chooses not to pursue litigation. Id. at 225. Thus, to bring a derivative suit, the shareholder usually must first make “demand” on the corporation—that is, ask the board to bring a suit on the company's behalf. Id. By contrast, if a shareholder believes that he has been harmed in his individual capacity and separately from any injury to the corporation, then he can bring a “direct suit.” Id. at 205. Because in that instance the injury is personal to the shareholder, there is no demand requirement, but there are other hurdles—among them, the shareholder must show that his injury is distinct from any that the corporation or other shareholders have suffered. Id. at 205–06.
