Reed v. Norman

In Reed v. Norman (1957) 48 Cal.2d 338, a shareholder appealing an adverse judgment in a derivative action on behalf of a suspended corporation claimed the corporate books and records necessary to compute the taxes were in the hands of the mismanaging corporate officials. The court acknowledged that Revenue and Taxation Code section 23301 was a bar in a derivative action on behalf of a suspended corporation, but concluded it would be inequitable to allow the statute to "stand as a shield for protecting allegedly dishonest corporate officials." (Reed v. Norman, at p. 343.) Alternatively, the court noted that although the corporation had been suspended for several years, the defendants had delayed filing a motion to dismiss, and even assuming the plaintiff could not maintain the action, he should have an opportunity to pay the back taxes and revive the corporation, as allowed by Revenue and Taxation Code section 23305. (Id. at p. 344.)