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Shareholders 75. (1) An action may be brought in the right of a corporation
derivative actions to procure a judgment in its favor, by a holder of shares or
holder of voting trust certificates of the corporation or
holder of a beneficial interest in such shares or certificates.
(2) In any such action, it shall be made to appear that the
plaintiff is such a holder at the time of bringing the action
and that he was such a holder at the time of the transaction
of which he complains, or that his shares or his interest
therein devolved upon him by operation of law.
(3) In any such action, the complaint shall set forth with
particularity the efforts of the plaintiff to secure the
initiation of such action by the board of directors or the
reasons for not making such effort.
(4) Such action shall not be discontinued, compromised or
settled, without the approval of the court having
jurisdiction of the action. If the court shall determine that
the interests of the shareholders or any class thereof will be
substantially affected by such discontinuance, compromise,
or settlement, the court, in its discretion, may direct that
notice, by publication or otherwise, shall be given to the
shareholders or class thereof whose interests it determines
will be so affected; if notice is so directed to be given, the
court may determine which one or more of the parties to
the action shall bear the expense of giving such notice, in
such amount as the court shall determine and find to be
reasonable in the circumstances, and the amount of such
expense shall be awarded as special costs of the action and
recoverable in the same manner as statutory taxable costs.
(5) If the action on behalf of the corporation was
successful, in whole or in part, or if anything was received
by the plaintiff or claimant as a result of a judgment,
compromise or settlement of the action or claim, the court
may award the plaintiff or claimant reasonable expenses,
including reasonable attorneys' fees, and shall direct him to
account to the corporation for the remainder of the
proceeds so received by him.
(6) In any action authorized by this section, if the plaintiff
holds less than five percent of any class of the outstanding
shares or holds voting trust certificates or a beneficial
interest in shares representing less than five percent of any
class of such shares, then unless the shares, voting trust
certificates or beneficial interest of such plaintiff has a fair
value in excess of one hundred thirty-five thousand dollars,
the corporation in whose right such action is brought shall
be entitled at any stage of the proceedings before final
judgment to require the plaintiff to give security for the
reasonable expenses, including attorneys' fees, which may
be incurred by it in connection with such action, in such
amount as the court having jurisdiction of such action shall
determine upon the termination of such action. The amount
of such security may thereafter from time to time be
increased or decreased in the discretion of the court having
jurisdiction of such action upon showing that the security
provided has or may become inadequate or excessive.