Pickett v. Paine

In Pickett v. Paine 230 Ga. 786 (199 SE2d 223) (1973), the sole minority shareholder of a closely held corporation brought a direct as well as derivative action against the majority shareholder for fraud and waste of corporate assets. Id. at 787, 789. The Supreme Court reversed the trial court's denial of summary judgment as to the minority shareholder's direct claim but affirmed the denial as to the derivative claim: As a general rule, a claim for misappropriation and waste of corporate assets by a director or officer of a corporation belongs to the corporation and not to its shareholders, and except in various rare circumstances, ... complaining shareholders will not be allowed to recover directly... . Any recovery, therefore, that may be had by the corporations as a result of the action may not be directly participated in by the minority shareholder. On the other hand, any profits of the corporations that may be due and owing the minority shareholder can only be realized indirectly through the declaration of dividends or other corporate agreement by which such minority shareholder would be allowed a portion of the profits as perhaps related to his percentage interests in the corporations. Id. at 790 (1)