Nebraska § 21-279 Dismissal

Nebraska Statutes

§ 21-279 — Dismissal

Nebraska·Ch. 21 Corporations and Other Companies

(MBCA 7.44) (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 (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:

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

(2)A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors pres

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(MBCA 7.44) (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 (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:
(1) A majority vote of qualified
directors present at a meeting of the board of directors if the qualified
directors constitute a quorum; or
(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 complaint
shall allege with particularity facts establishing either (1) that a majority
of the board of directors did not consist of qualified directors at the time
the determination was made or (2) that the requirements of subsection (a)
of this section have not been met.
(d) If a majority of the board of directors consisted
of qualified directors at the time the determination was made, the plaintiff
shall have the burden of proving that the requirements of subsection (a) of
this section have not been met, and if not, the corporation shall have the
burden of proving that the requirements of subsection (a) of this section
have been met.
(e)
Upon motion by the corporation, the court may appoint a panel of one or more
individuals to make a determination whether the maintenance of the derivative
proceeding is in the best interests of the corporation. In such case, the
plaintiff shall have the burden of proving that the requirements of subsection
(a) of this section have not been met.