A shareholder derivative suit is a lawsuit brought by a shareholder on behalf of a corporation against directors or corporate officers. Directors and corporate officers have a fiduciary duty to the corporation. That means, they are expected to act in the best interest of the company at all times. When shareholders feel that the fiduciary duty has been violated, and the company is suffering as a result, they may be able to bring a shareholder derivative action. If the suit is successful, the proceeds go to the corporation, not to the shareholder who brought the suit.