* * * The plaintiff is a shareholder of the Brazilian Equity Fund, Inc. (the ‘‘Fund’’), a non-diversified, publicly traded, closed-end investment company incorporated under the laws of Maryland * * *. As its name implies, the Fund invests primarily in the securities of Brazilian companies. The term ‘‘closed-end’’ indicates that the Fund has a fixed number of outstanding shares, so that investors who wish to acquire shares in the Fund ordinarily must purchase them from a shareholder rather than, as in open-end funds, directly from the Fund itself. Shares in closed-end funds are thus traded in the same manner as are other shares of corporate stock. Indeed, shares in the Fund are listed and traded on the New York Stock Exchange. The number of outstanding shares in the Fund is described as ‘‘fixed’’ because it does not change on a daily basis as it would were the Fund open-end, in which case the number of outstanding shares would change each time an investor invested new money in the fund, causing issuance of new shares, and each time a shareholder divested and thereby redeemed shares. 

   Although closed-end funds do not sell their shares to the public in the ordinary course of their business, there are methods available to them to raise new capital after their initial public offering. One such device is a ‘‘rights offering,’’ by which a fund offers shareholders the opportunity to purchase newly issued shares. Rights so offered may be transferable, allowing the current shareholder to sell them in the open market, or non-transferable, requiring the current shareholder to use them him- or herself or lose their value when the rights expire. It was the Fund’s employment of a non-transferable rights offering that generated the claims at issue on this appeal.

   On June 6, 1996, the Fund announced that it would issue one ‘‘right’’ per outstanding share to every shareholder, and that every three rights would enable the shareholder to purchase one new share in the Fund. The subscription price per share was set at ninety percent of the lesser of (1) the average of the last reported sales price of a share of the Fund’s common stock on the New York Stock Exchange on August 16, 1996, the date on which the rights expired, and the four business days preceding, and (2) the per-share net asset value at the close of business on August 16.

   The plaintiff asserts that this sort of rights offering is coercive because it penalizes shareholders who do not participate. Under the Fund’s pricing formula for its rights than ninety percent of the Fund’s per-share net asset value. Thus, the introduction of new shares at a discount diluted the value of old shares. Because the rights could not be sold on the open market, a shareholder could avoid a consequent reduction in the value of his or her net equity position in the Fund only by purchasing new shares at the discounted price. This put pressure on every shareholder to ‘‘pony up’’ and purchase more shares, enabling the Fund to raise new capital and thereby increase its asset holdings. Such purchases would, in turn, have tended to increase the management fee paid to defendant BEA Associates, the Fund’s investment advisor, because that fee is based on the Fund’s total assets.

   At the close of business on August 16, 1996, the last day of the rights offering, the closing market price for the Fund’s shares was $12.38, and the Fund’s per-share net asset value was $17.24. The Fund’s shareholders purchased 70.3 percent of the new shares available at a subscription price set at $11.09 per share, ninety percent of the average closing price for the Fund on that and the preceding four days. Through the rights offering, the Fund raised $20.6 million in new capital, net of underwriting fees and other transaction costs.

   On May 16, 1997, the plaintiff brought this action against the Fund’s directors, senior officers, and investment advisor. The plaintiff’s complaint includes three direct classaction claims on behalf of all shareholders. It alleges that the defendants, by approving the rights offering, breached their duties of loyalty and care at common law. * * * It asserts that these breaches of duty resulted in four kinds of injury to shareholders: (1) loss of share value resulting from the underwriting and other transaction costs associated with the rights offering; (2) downward pressure on share prices resulting from the supply of new shares; (3) downward pressure on share prices resulting from the offering of shares at a discount; and (4) injury resulting from coercion, in that ‘‘shareholders were forced to either invest additional monies in the Fund or suffer a substantial dilution.’’ [Citation.]

   On April 6, 1998, the district court dismissed the direct claims on the ground that the injuries alleged ‘‘applied to the shareholders as a whole.’’ * * * 

   The district court entered judgment for the defendants on September 15, 2000. The plaintiff now appeals.

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   In deciding whether a shareholder may bring a direct suit, the question the Maryland courts ask is not whether the shareholder suffered injury; if a corporation is injured inquiry, instead, is whether the shareholders’ injury is ‘‘distinct’’ from that suffered by the corporation. [Citation.] 

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   Thus, under Maryland law, when the shareholders of a corporation suffer an injury that is distinct from that of the corporation, the shareholders may bring direct suit for redress of that injury; there is shareholder standing. When the corporation is injured and the injury to its shareholders derives from that injury, however, only the corporation may bring suit; there is no shareholder standing. The shareholder may, at most, sue derivatively, seeking in effect to require the corporation to pursue a lawsuit to compensate for the injury to the corporation, and thereby ultimately redress the injury to the shareholders.

   * * * To sue directly under Maryland law, a shareholder must allege an injury distinct from an injury to the corporation, not from that of other shareholders. 

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   Applying Maryland’s law of shareholder standing to the plaintiff’s four alleged injuries, we conclude that one that he alleges does not support direct claims under Maryland law. The remaining alleged injuries, however—describing the set of harms arising from the alleged coercion—do.

   The plaintiff alleges a loss in share value resulting from the ‘‘substantial underwriting and other transactional costs associated with the Rights Offering.’’ * * * Underwriter fees, advisory fees, and other transaction costs incurred by a corporation decrease share price primarily because they deplete the corporation’s assets, precisely the type of injury to the corporation that can be redressed under Maryland law only through a suit brought on behalf of the corporation. [Citation.]

   The plaintiff’s remaining alleged injuries can be read to describe the set of harms resulting from the coercive nature of the rights offering. The particular harm allegedly suffered by an individual shareholder as a result of the coercion depends on whether or not that shareholder participated in the rights offering. For example, when read in the light most favorable to the plaintiff, the alleged injury of ‘‘substantial downward pressure on the price of the Fund’s shares’’ resulting from the issuance of new shares describes the reduction in the net equity value of the shares owned by non-participating shareholders. [Citation.] Similarly, the alleged injury from the downward pressure on share prices resulting from the setting of the ‘‘exercise price of the rights * * * at a steep discount from the pre-rights offering net asset value’’ can be read to refer to the involuntary dilution in equity value suffered by the non-participating shareholders. [Citation.]

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   * * * On the other hand, participating shareholders may have suffered harm in the form of transaction costs in liquidating other assets to purchase the new shares, and the impairment of their right to dispose of their assets as they prefer if they purchased new shares to avoid dilution.

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   Thus, in the case of both the participating and non-participating shareholders, it would appear that the alleged injuries were to the shareholders alone and not to the Fund. These harms therefore constitute ‘‘distinct’’ injuries supporting direct shareholder claims under Maryland law. The corporation cannot bring the action seeking compensation for these injuries because they were suffered by its shareholders, not itself.

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   For the foregoing reasons, the judgment of the district court is vacated insofar as it dismisses the plaintiff’s class action claims. The case is remanded for further proceedings consistent with this opinion.