(a) Prerequisites.
This rule applies when one or more
shareholders or members of a corporation or an
unincorporated association bring a derivative action
to enforce a right that the corporation or association
may properly assert but has failed to enforce. The
derivative action may not be maintained if it appears
that the plaintiff does not fairly and adequately
represent the interests of shareholders or members
who are similarly situated in enforcing the right of
the corporation or association.
(b) Pleading Requirements.
The complaint must be
verified and must:
(1) allege that the plaintiff was a shareholder or
member at the time of the transaction
complained of, or that the plaintiff's share or
membership later devolved on it by operation of
law;
(2) allege that the action is not a collusive one to
confer jurisdiction that the court would
otherwise lack; and
(3) state with particularity:
(A) any effort by the plaintiff to obtain the
desired action from the directors or
comparable authority and, if necessary,
from the shareholders or members; and
(B) the reasons for not obtaining the action or
not making the effort.
(c) Settlement, Dismissal, and Compromise.
A
derivative action may be settled, voluntarily
dismissed, or compromised only with the court's
approval. Notice of a proposed settlement, voluntary
dismissal, or compromise must be given to
shareholders or members in the manner that the
court orders.
(As added Feb. 28, 1966, eff. July 1, 1966;
amended Mar. 2, 1987, eff. Aug. 1, 1987.)