10-15-07 A-4093-05T5
The issue is whether an allegedly oppressed minority
shareholder, whose derivative lawsuit on behalf of a corporation
under N.J.S.A. 14A:12-7 ultimately settled, is otherwise
entitled to counsel fees under Rule 4:42-9(a)(2)'s "fund in
court" provision where there is no actual or specific "fund" out
of which such fees could be awarded.
We upheld the trial court's discretionary award of counsel
fees in this case, finding that the Rule is satisfied where
shareholder litigation confers some benefit on the corporation,
whether pecuniary or intangible, justifying shifting of the
financial burden of producing the benefit to all those who would
enjoy it.
