28-13-8-1. “Shareholder” Defined
Sec. 1. For purposes of this chapter, “shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the owner’s behalf. As added by P.L.14-1992, SEC.163.
28-13-8-2. Right to Commence Proceeding
Sec. 2. (a) A person may not commence a proceeding in the right of a corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time. (b) A […]
28-13-8-3. Complaint Requisites; Stay Pending Corporate Investigation
Sec. 3. (a) A complaint in a proceeding brought in the right of a corporation must be verified and must allege with particularity: (1) the demand made, if any, to obtain action by the board of directors; and (2) either that the demand was refused or ignored, or why the shareholder did not make the […]
28-13-8-4. Discontinuance or Settlement of Case; Approval; Notice; Payment of Defense Expenses and Fees
Sec. 4. (a) A proceeding commenced under this chapter may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected. (b) […]
28-13-8-5. Corporate Committee; Establishment; Powers and Duties; Determination Made Independently of Board; Conclusive Presumption on Merits; Disinterested Director or Other Person
Sec. 5. (a) Unless prohibited by the articles of incorporation, the board of directors may establish a committee consisting of at least three (3) disinterested directors or other disinterested persons to determine: (1) whether the corporation has a legal or equitable right or remedy; and (2) whether it is in the best interests of the […]