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In Texas, can the President of a closely held corporation sue that company's majority shareholder/director/officer in a suit

Fort Worth, TX |

In a suit brought in the Company's name against the shareholder/director/officer individually? How do you get a case like this dismissed? The President is a minority shareholder/director and never got permission from the directors or shareholders to sue the director he sued in his individual capacity. Also, is the majority shareholder/director/officer entitled to indemnification from the company?

Attorney Answers 1


  1. From the facts you presented, it appears the president, as a shareholder, brought a derivative lawsuit against another officer/director. These can be complicated procedures. In regards to indemnification, it would depend on a host of issues, including provisions of the certificate of formation, the state law in the jurisdiction in which the corporation was formed, and the acts being considered.

    The officer/director should strongly consider hiring an attorney.

    The above statements are provided as general information and not intended as legal advice. Each matter has its own set of unique circumstances that cannot be adequately addressed without consultation. You are strongly advised to hire an attorney licensed to practice law in your state to represent you.

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