In Julian v. Eastern States Constr. Co., (Del. Ch., Jan. 14, 2009), read opinion here, the Chancery Court awarded fees to the victorious party in a derivative case involving a corporation that only had a few shareholders. The claims in this case challenged bonuses of the key executives .
The analysis of a fee award in this context is somewhat different than in a large, publicly-held corporation. The prior opinion in this case in which the court agreed with the plaintiff that the challenged executive compensation should be returned, was summarized here.
This is a very important decision for anyone seeking fees in a derivative case that involves a closely-held company with a very small number of shareholders.