In Bayberry Assoc. v. Jones (Tenn. 1990), 783 S.W.2d 553, the Tennessee Supreme Court cited Elster v. Am. Airlines (1953), 34 Del. Ch. 94, 99, 100 A.2d 219, 222, for the proposition that "Delaware courts distinguish between derivative and direct suits on the basis of injury rather than duty." Bayberry at 560. Further, "a shareholder can maintain a direct action only when he or she sustains a 'special injury.'" Id. The court in Bayberry determined that shareholders had been specially injured due to the failure of the officers to "shop" for a better purchase price and due to the officer's solicitation of approval of the merger without full disclosure of certain facts relating to the value of the company. 783 S.W.2d at 562-563.