An efficient corporate governance system ensures that an organization runs smoothly, protects shareholders, and ensures that directors conduct their duties in the best interests of the company. Because of their dominant position and voting power, majority shareholders can abuse their power by making major corporate decisions such as investments, director appointments, and misuse of the company's financial resources to suit their own interests. Minority shareholders are often pressured to sell their shares for less than market value. An effective legislative standard implies that all shareholders, regardless of their shareholding, are viewed equally and equitably. Minority shareholders are always told that, in the event of a grievance, they have the right to go to court and request an acceptable remedy, or that, if they wish to leave the company, they may sell their shares at fair market value. As a result, measures must be in existence for minority shareholders to secure their legal rights and discourage majorities from expropriating business resources; otherwise, they would continue to be powerless victims of administrative or directorial misconduct. Derivative litigation as the best remedy awarded to such shareholders is debated in this article under UK & USA legislative system.