10-740. Definitions In this article, unless the context otherwise requires: 1. " Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in section 10-747, in the right of a foreign corporation. 2. " Independent person" means a person with no personal interest in the transaction and […]
10-741. Standing A shareholder may not commence or maintain a derivative proceeding unless the shareholder both: 1. Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time. 2. Fairly and […]
10-742. Demand No shareholder may commence a derivative proceeding until both: 1. A written demand has been made on the corporation to take suitable action. 2. Ninety days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless […]
10-743. Stay of proceedings If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
10-744. Dismissal A. A derivative proceeding may be dismissed by the court on motion by the corporation on any legal grounds including the group specified in subsection B has determined in good faith after conducting a reasonable inquiry on which its conclusions are based that the maintenance of the derivative proceeding is not in the […]
10-745. Discontinuance or settlement A derivative proceeding 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 interests of the corporation’s shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
10-746. Payment of expenses On termination of the derivative proceeding the court may either: 1. Order the corporation to pay the plaintiff’s reasonable expenses, including attorney fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation. 2. Order the plaintiff to pay any defendant’s reasonable […]
10-747. Applicability to foreign corporations In any derivative proceeding in the right of a foreign corporation, the matters covered by this article are governed by the laws of the jurisdiction of incorporation of the foreign corporation except for sections 10-743, 10-745 and 10-746.
