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SLC-JD

02/03/23 1:40 PM

#61122 RE: Myth #61102

There are many instances of derivative actions, although most that I can think of arise when an officer has engaged in self dealing to the detriment of the shareholders.

Often times, 'rules' like this only create a basis for legal action by the aggrieved party. There may be laws, regulations, or case law that establish the right for a party to sue, but do not necessarily grant the government the right to enforce them directly (think about something like libel).

I suspect that in this case, to the extent there is any sort of enforcement mechanism for the state, it would be limited to something like refusing to allow the company to renew it's incorporation. In reality, most states' divisions of corporations/Secretaries of State don't have much (if any) of an enforcement arm.