§ 183.0805 — Special litigation committee.

Wisconsin § 183.0805

• Jurisdiction: Wisconsin
• Ch. 183: Uniform limited liability company law
• Subch.: subch. VIII of ch. 183 SUBCHAPTER VIII

Text

183.0805
183.0805(1) (1) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from doing any of the following:
183.0805(1)(a) (a) Enforcing a person’s right to information under s. 183.0410 .
183.0805(1)(b) (b) Granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
183.0805(2) (2) A special litigation committee must be composed of one or more disinterested and independent individuals, who may be members.
183.0805(3) (3)
183.0805(3)(a) (a) In a member-managed limited liability company, a special litigation committee may be appointed as follows:
183.0805(3)(a)1. 1. By the affirmative vote or consent of a majority of the transferable interests of the members not named as parties in the proceeding.
183.0805(3)(a)2. 2. If all members are named as parties in the proceeding, by a majority of the transferable interests of the members named as defendants.
183.0805(3)(b) (b) In a manager-managed limited liability company, a special litigation committee may be appointed as follows:
183.0805(3)(b)1. 1. By a majority of the managers not named as parties in the proceeding.
183.0805(3)(b)2. 2. If all managers are named as parties in the proceeding, by a majority of the managers named as defendants.
183.0805(4) (4) After appropriate investigation, a special litigation committee may determine that any of the following is in the best interests of the limited liability company:
183.0805(4)(a) (a) That the proceeding continue under the control of the plaintiff.
183.0805(4)(b) (b) That the proceeding continue under the control of the committee.
183.0805(4)(c) (c) That the proceeding be settled on terms approved by the committee.
183.0805(4)(d) (d) That the proceeding be dismissed.
183.0805(5) (5) After making a determination under sub. (4) , a special litigation committee shall file with the court a statement of its determination and its report supporting its determination and shall serve each party with a copy of the determination and report. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under sub. (1) and allow the action to continue under the control of the plaintiff.

Legislative History

183.0805 History History: 2021 a. 258 .