2010 Georgia Code
TITLE 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
CHAPTER 2 - BUSINESS CORPORATIONS
ARTICLE 8 - DIRECTORS AND OFFICERS
PART 3 - STANDARDS OF CONDUCT
§ 14-2-831 - Derivative actions
. Derivative actions
(a) A derivative proceeding, as defined in subsection (a) of Code Section 14-2-740
, may be brought by a shareholder, or an action may be brought by the corporation, against one or more directors or officers of the corporation to procure for the benefit of the corporation a judgment for the following relief:
(1) To compel the defendant to account for official conduct or to decree any other relief called for by his official conduct in the following cases:
(A) The neglect of, failure to perform, or other violation of his duties in the management of the corporation or in the disposition of corporate assets;
(B) The acquisition, transfer to others, loss, or waste of corporate assets due to any neglect of, failure to perform, or other violation of duties; or
(C) The appropriation, in violation of his duties, of any business opportunity of the corporation;
(2) To enjoin a proposed unlawful conveyance, assignment, or transfer of corporate assets or other unlawful transaction where there is sufficient evidence that it will be made; and
(3) To set aside an unlawful conveyance, assignment, or transfer of corporate assets where the transferee knew of its unlawfulness and is made a party to the action.
(b) No action shall be brought for the relief provided in subsection (a) of this Code section more than four years from the time the cause of action accrued.
(c) This Code section shall not limit any liability otherwise imposed by law upon any director or officer or any third party.
Graham Syfert - Jacksonville Lawyer