1. A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection B has, whether before or after the commencement of the derivative proceeding:

   1. 1. Conducted a review and evaluation, adequately informed in the circumstances, of the allegations made in the demand or complaint;
   2. 2. Determined in good faith on the basis of that review and evaluation that the maintenance of the derivative proceeding is not in the best interests of the corporation; and
   3. 3. Submitted in support of the motion a short and concise statement of the reasons for its determination.

2. B. The determination in subsection A shall be made by:

   1. 1. A majority vote of disinterested directors present at a meeting of the board of directors if the disinterested directors constitute a quorum;
   2. 2. A majority vote of a committee consisting of two or more disinterested directors appointed by a majority vote of disinterested directors present at a meeting of the board of directors, regardless of whether such disinterested directors constituted a quorum; or
   3. 3. Upon motion by the corporation, a panel of one or more disinterested persons appointed by the court.
3. C. If a determination has been made pursuant to subsection A rejecting a demand by a shareholder, in order to contest such determination, the plaintiff shall allege with particularity facts establishing that the requirements of subsection A or B have not been met. With respect to any allegation that the requirements of subsection A or B have not been met, the plaintiff shall be entitled to discovery if, and only with respect to, facts that are alleged in the complaint with particularity.
4. D. If a determination is made by one of the groups specified in subdivision B 1 or B 2, the plaintiff shall have the burden of proving that the requirements of subsection A or B have not been met, except that the corporation shall have the burden with respect to the issue of disinterestedness under subsection B if the complaint alleges with particularity facts raising a substantial question as to such disinterestedness. If a determination is made by a panel appointed pursuant to subdivision B 3, the plaintiff shall have the burden of proving that the requirements of subsection A or B have not been met.

1992, c. 802; 1993, c. 233; 2005, c. 765; 2019, c. 734; 2026, cc. 383, 892.