Chapter 3 Derivative Lawsuits

• Jurisdiction: Washington

CHAPTER 3 DERIVATIVE LAWSUITS
Sean Knowles
Angie Jones
Zachary E. Davison
Joseph E. Bringman
Reagan Lynch
James A. Kilcup
Brittany Benavidez
Summary

§ 3.01 OVERVIEW OF DERIVATIVE ACTIONS

§ 3.02 SHAREHOLDER STANDING AND RELATED ISSUES

[1] Distinguishing Between Derivative and Direct Claims

[2] Prerequisites for Standing

[a] The Washington Business Corporation Act (WBCA)

[b] Court Rules

[c] The Plaintiff's Interest in the Corporation

[d] The Continuous-Ownership Requirement

[e] Effects of a Merger on Shareholder Standing

[f] Fair and Adequate Representation

[3] Double-Derivative Suits

[4] Effect of Bankruptcy or Dissolution of Corporation

[a] Bankruptcy

[b] Non-Bankruptcy Dissolution

§ 3.03 THE DEMAND REQUIREMENT

[1] Demand Made

[a] Reason for Demand Requirement

[b] Demand Content

[c] Demand Recipient

[d] Board Consideration

[e] Time for Board's Response

[f] Demand Acceptance

[g] Demand

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