Blum

BACKGROUND

A.

Depending on the circumstances, a corporate shareholder may bring one of two types of actions: a direct action or a derivative action. (Schuster v. Gardner (2005) 127 Cal.App.4th 305, 311-312 (Schuster).) A direct action is brought on behalf of the shareholder for injury to the shareholder’s own interests. (Id. at pp. 311-312.) A derivative action is brought on behalf of the corporation for an injury suffered by the corporation, and it provides a way for a stockholder to enforce a corporation’s rights when its board of directors declines to do so. (Id. at p. 312; Grosset v. Wenaas (2008) 42 Cal.4th 1100, 1114 (Grosset).) Where, as here, a company is in bankruptcy, however, a shareholder lacks standing to bring a derivative action because the action is an asset of the corporation that belongs to the bankruptcy estate. (See Pepper v. Litton (1939) 308 U.S. 295, 307; Schuster, at p. 312; 11 U.S.C. § 541.)

B.

The following factual allegations are taken from Blum’s third amended complaint (hereinafter “complaint”).

Markusic was “one of the world’s foremost experts in rocket propulsion and launch vehicle development.” In 2013, Markusic came up with the idea for an…