Missouri Laws 355.221 – Derivative suit — proceeding brought in the right of corporation
1. A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by any member or members having ten percent or more of the voting power or by fifty members, whichever is less, or by any director.
2. In any such proceeding, each complainant shall be a member or director at the time of bringing the proceeding.
Terms Used In Missouri Laws 355.221
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: public benefit and mutual benefit corporations. See Missouri Laws 355.066
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Directors: individuals, designated in the articles or bylaws or elected by the incorporator or incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board. See Missouri Laws 355.066
- Member: without regard to what a person is called in the articles or bylaws, any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. See Missouri Laws 355.066
- Mutual benefit corporation: a domestic corporation which is formed as a mutual benefit corporation pursuant to sections 355. See Missouri Laws 355.066
- Proceeding: includes civil suits and criminal, administrative, and investigatory actions. See Missouri Laws 355.066
- Public benefit corporation: a domestic corporation which is formed as a public benefit corporation pursuant to sections 355. See Missouri Laws 355.066
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
- Voting power: the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Missouri Laws 355.066
3. A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation’s investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.
4. On termination of the proceeding the court may require the complainants to pay any defendant‘s reasonable expenses, including counsel fees, incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.
5. If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise or settlement of an action or claim, the court may award the complainants reasonable expenses, including counsel fees.
6. The complainants shall notify the attorney general within ten days after commencing any proceeding pursuant to this section if the proceeding involves a public benefit corporation other than a church or convention or association of churches or assets held in charitable trust by a mutual benefit corporation.