Michigan Laws 450.1495 – Dismissal of derivative proceeding; determination
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(1) The court shall dismiss a derivative proceeding if, on motion by the corporation, the court finds that 1 of the groups specified in subsection (2) has made a determination in good faith after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation. If the determination is made pursuant to subsection (2)(a) or (b), the corporation shall have the burden of proving the good faith of the group making the determination and the reasonableness of the investigation. If the determination is made pursuant to subsection (2)(c) or (d), the plaintiff shall have the burden of proving that the determination was not made in good faith or that the investigation was not reasonable.
(2) A determination under subsection (1) may be made by any 1 of the following:
Terms Used In Michigan Laws 450.1495
- 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.
- Plaintiff: The person who files the complaint in a civil lawsuit.
- Quorum: The number of legislators that must be present to do business.
(a) By a majority vote of the disinterested directors, if the disinterested directors constitute a quorum at a meeting of the board.
(b) By a majority vote of a committee consisting of 2 or more disinterested directors appointed by a majority vote of disinterested directors present at a meeting of the board, whether or not the disinterested directors constitute a quorum at the meeting.
(c) By a panel of 1 or more disinterested persons appointed by the court upon motion by the corporation.
(d) By all disinterested independent directors.