See - sc.judiciary.gov.ph/jurisprudence/2013/june2013/201675.pdf
"x x x.
Priv. corp. law; derivative suit -
"We uphold the CA-Cebu’s finding that the Complaint is not a derivative suit. A derivative suit is an action brought by a stockholder on behalf of the corporation to enforce corporate rights against the corporation’s directors, officers or other insiders.29 Under Sections 2330 and 3631of the Corporation Code, the directors or officers, as provided under the by-laws,32 have the right to decide whether or not a corporation should sue. Since these directors or officers will never be willing to sue themselves, or impugn their wrongful or fraudulent decisions, stockholders are permitted by law to bring an action in the name of the corporation to hold these directors and officers accountable.33 In derivative suits, the real party in interest is the corporation, while the stockholder is a mere nominal party.
This Court, in Yu v. Yukayguan, 34 explained:
The Court has recognized that a stockholder’s right to institute a derivative suit is not based on any express provision of the Corporation
Code, or even the Securities Regulation Code, but is impliedly recognized when the said laws make corporate directors or officers liable for damages suffered by the corporation and its stockholders for violation of their fiduciary duties. Hence, a stockholder may sue for mismanagement, waste or dissipation of corporate assets because of a special injury to him for which he is otherwise without redress. In effect, the suit is an action for specific performance of an obligation owed by the corporation to the stockholders to assist its rights of action when the corporation has been put in default by the wrongful refusal of the directors or management to make suitable measures for its protection. The basis of a stockholder’s suit is always one in equity. However, it cannot prosper without first complying with the legal requisites for its institution. (Emphasis in the original)
Section 1, Rule 8 of the Interim Rules imposes the following requirements for derivative suits:
(1) [The person filing the suit must be] a stockholder or member at the time the acts or transactions subject of the action occurred and the time the action was filed;
(2) [He must have] exerted all reasonable efforts, and alleges the same with particularity in the complaint, to exhaust all remedies available under the articles of incorporation, by-laws, laws or rules governing the corporation or partnership to obtain the relief he desires;
(3) No appraisal rights are available for the act or acts complained of; and
(4) The suit is not a nuisance or harrassment suit.
x x x."
Read - http://sc.judiciary.gov.ph/jurisprudence/2013/june2013/201675.pdf
