In a derivative action brought by one or more shareholders or members to enforce a right of a corporation or of an unincorporated association, the corporation or association having failed to enforce a right which may properly be asserted by it, the complaint shall be verified and shall allege (1) that the plaintiff was a shareholder or member at the time of the transaction of which the plaintiff complains or that the plaintiff’s share or membership thereafter devolved on the plaintiff by operation of law, and (2) that the action is not a collusive one to confer jurisdiction on a court of the United States which it would not otherwise have. The complaint shall also allege with particularity the efforts, if any, made by the plaintiff to obtain the action the plaintiff desires from the directors or comparable authority and, if necessary, from the shareholders or members, and the reasons for the plaintiff’s failure to obtain the action or for not making the effort. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the shareholders or members similarly situated in enforcing the right of the corporation or association. The action shall not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to shareholders or members in such manner as the court directs.
(As added Feb. 28, 1966, eff. July 1, 1966; amended Mar. 2, 1987, eff. Aug. 1, 1987.)
added in current removed in current
Compared to current version (2025).
In a derivative action brought by(a) Prerequisites. This rule applies when one or more shareholders or members to enforce a right of a corporation or of an unincorporated association, the corporation or association having failed to enforce a right which may properly be asserted by it, t 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 shallmust be verified and shallmust:
(1) allege (1) that the plaintiff was a shareholder or member at the time of the transaction of which the plaintiff complainsed of, or that the plaintiff’s share or membership thereaflater devolved on ithe plaintiff by operation of law, and (2);
(2) allege that the action is not a collusive one to confer jurisdiction on a court of the United States which ithat the court would not otherwise have. The complaint shall also allege with particularity the efforts, if any, madelack; and
(3) state with particularity:
(A) any effort by the plaintiff to obtain the action the plaintiff desiresdesired action from the directors or comparable authority and, if necessary, from the shareholders or members,; and
(B) the reasons for the plaintiff’s failure tonot obtaining the action or for not making the effort. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the shareholders or members similarly situated in enforcing the right of the corporation or association. The action shall not be
(c) Settlement, Dismissal, and Compromise. A derivative action may be settled, voluntarily dismissed, or compromised only without the approval of the court, and ncourt’s approval. Notice of thea proposed settlement, voluntary dismissal, or compromise shallmust be given to shareholders or members in suchthe manner asthat the court directorders.
(As added Feb. 28, 1966, eff. July 1, 1966; amended Mar. 2, 1987, eff. Aug. 1, 1987; Apr. 30, 2007, eff. Dec. 1, 2007.)