third-party corporation and doctor for interference with some of Lovelace’s employment agreements. 2005-NMCA-097, ¶¶ 2, 6, 138 N.M. 70, 116 P.3d 861. {16} We are dealing with an attack on the validity or fairness of a merger negotiated by a corporation’s own directors. Here the claims for relief are against the directors for damages allegedly suffered by shareholders directly in the form of an unfair share price paid in order to merge the corporation out of existence. {17} Of particular concern, any derivative causes of action which may have existed before the merger are lost after the merger is consummated given the requirement for continuous ownership to maintain a derivative suit. See White ex rel. Banes Co. Derivative Action v. Banes Co., 116 N.M. 611, 614, 866 P.2d 339, 342 (1993) (<HOLDING>). If Plaintiffs claims are viewed as only
recognizing that a corporation is properly aligned as a defendant in a shareholder derivative suit when the corporation is in antagonistic hands holding that a shareholder who disposes of his shares loses standing to bring a derivative action no longer a shareholder in the corporation the defendant cannot maintain a derivative action on its behalf holding that a persons lack of standing to institute or maintain a derivative action on behalf of a texas corporation deprives texas courts of subjectmatter jurisdiction and the proper procedure is to dismiss the derivative action for lack of subjectmatter jurisdiction recognizing that the corporation is always deemed to be an indispensable party in a shareholder derivative action holding that in order to maintain a derivative cause of action a shareholder must maintain a continuous ownership interest in the corporation