La. R.S. § 12:1-744 Dismissal

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:1-744

A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in Subsection B or Subsection E of this Section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.

B. Unless a panel is appointed pursuant to Subsection E of this Section, the determination in Subsection A of this Section shall be made by one of the following:

(1) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum.

(2) A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.

C. If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the petition shall allege with particularity facts establishing either of the following: