brought under rule 23.1 of the Federal Rules of Civil Procedure. See Zucker v. Westinghouse Elec. Corp., 265 F.3d 171, 175-76 (3d Cir.2001); Kaplan v. Rand, 192 F.3d 60, 69 (2d Cir.1999). ¶ 23 Federal courts have also recognized that an award of attorney fees and costs to a derivative plaintiff is justified “where the derivative action results in a substantial non-monetary benefit to a corporation.” Kaplan, 192 F.3d at 69; see Zucker, 265 F.3d at 176 (quoting same language from Kaplan, 192 F.3d at 69). In a context similar to a derivative action, federal courts have held that the promotion and vindication of shareholders’ voting rights is a substantial benefit to the corporation. See Mills v. Electric Auto-Lite Co., 396 U.S. 375, 396-97, 90 S.Ct. 616, 627-28, 24 L.Ed.2d 593 (1970) (<HOLDING>); Amalgamated Clothing & Textile Workers Union
holding in suit brought by shareholders against corporation under federal securities laws that the promotion of corporate suffrage regarding a significant policy issue confers a substantial benefit regardless of the percentage of votes cast for or against the proposal at issue holding that claims of corporation vest in corporation holding that a corporation exists as an entity apart from its shareholders even where the corporation has but one shareholder the general proposition of corporate identity apart from its shareholders leads us to conclude in accordance with decisions from other jurisdictions that the attorneys client is the corporation and not the shareholders holding that the trustee could not bring a claim against sole shareholders of bankrupt corporation where shareholders had not looted or otherwise injured the corporation holding in suit brought by shareholders against corporation under federal securities laws that plaintiffs conferred substantial benefit upon corporation by vindicating statutory policy stressing the importance of fair and informed corporate suffrage