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Rule23A. Derivative actions by shareholders.

(a) The complaint in a derivative action brought by one or moreshareholders or members to enforce a right of a corporation or of anunincorporated association shall be verified and shall allege:

(a)(1) the right that thecorporation or association could have enforced and did not;

(a)(2) that the plaintiff was ashareholder or member at the time of the transaction complained of or that theplaintiff?s share or membership thereafter devolved to the plaintiff byoperation of law;

(a)(3) that the action is not acollusive one to confer jurisdiction on the court that it would not otherwisehave;

(a)(4) with particularity, theplaintiff?s efforts, if any, to obtain the desired action; and

(a)(5) the reasons for thefailure to obtain the action or for not making the effort.

(b) The derivative action may not be maintained if it appears that theplaintiff does not fairly and adequately represent the interests of theshareholders or members similarly situated in enforcing the right of thecorporation or association.

(c) The action shall not be dismissed or compromised without theapproval of the court, and notice of the proposed dismissal or compromise shallbe given to shareholders or members in such manner as the court directs.