CV1006576 MMM RCX, 2012 WL 9506072, at *41 (C.D.Cal.). When directors and officers have engaged in similar conduct, alleging claims as to the whole group of similarly situated directors and officers is sufficient. See George v. Kraft Foods Global, Inc., 674 F.Supp.2d 1031, 1050 (N.D.Ill.2009) (“because the determination of a party’s fiduciary status with respect to a particular activity in this case is a fact-sensitive inquiry, such a determination is best left for a later stage of these proceedings” so “dismissal of the Defendants on this basis at this stage is premature.”). 6.Stockholder ratification Stockholder ratification does not apply to any claims of breaches of fiduciary duty while Debtor was insolvent. See, e.g., In re JTS Corp., 305 B.R. 529, 539, 541 (Bankr.N.D.Cal.2003) (<HOLDING>). See also Opposition (dkt.57) pp. 18:13-20:14.
recognizing that when a corporation is insolvent the trust fund doctrine fundamentally alters the relationship between a corporation its shareholders and its creditors and that corporate or shareholder ratification does not apply to creditors who would be prejudiced thereby holding that directors of an insolvent corporation are trustees for the creditors 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 even where no attorneyclient relationship exists between a shareholder and the corporate attorney this does not necessarily mean that the law firm had no fiduciary duty to the shareholder and observing that instances in which the corporation attorneys stand in a fiduciary relationship to individual shareholders are obviously more likely to arise where the number of shareholders is small in such cases it is not really a matter of the courts piercing the corporate entity holding that nonofficer nonemployee who was in reality a de facto officer or employee of corporation and who had significant control over disbursements made by the corporation was responsible person for purposes of  6672 liability where he had failed to insure payment of trust fund taxes of corporation while continuing payment of other corporate creditors