A shareholder shall not commence or maintain a derivative proceeding unless the shareholder satisfies both of the following:
 1. Was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time.

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Terms Used In Iowa Code 490.741

  • 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.
  • following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
  • Proceeding: includes a civil suit and criminal, administrative, and investigatory action. See Iowa Code 490.140
  • Shareholder: means a record shareholder. See Iowa Code 490.140
 2. Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.