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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 7. SHAREHOLDERS · Part 4. DERIVATIVE PROCEEDINGS

14-2-744. Dismissal.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. (a)

    The court may dismiss a derivative proceeding if, on motion by the corporation, the court finds that one of the groups specified in subsection (b) of this Code section has made a determination in good faith after conducting a reasonable investigation upon which its conclusions are based that the maintenance of the derivative suit is not in the best interests of the corporation. The corporation shall have the burden of proving the independence and good faith of the group making the determination and the reasonableness of the investigation.#

  2. (b)

    The determination in subsection (a) of this Code section shall be made by:#

    1. (1)

      A majority vote of independent directors present at a meeting of the board of directors if the independent directors constitute a quorum;#

    2. (2)

      A majority vote of a committee consisting of two or more independent directors appointed by a majority vote of independent directors present at a meeting of the board of directors, whether or not such independent directors constitute a quorum; or#

    3. (3)

      A panel of one or more independent persons appointed by the court upon motion by the corporation.#

  3. (c)

    None of the following shall by itself cause a director to be considered not independent for purposes of subsection (b) of this Code section:#

    1. (1)

      The nomination or election of the director by directors who are not independent;#

    2. (2)

      The naming of the director as a defendant in the derivative proceeding; or#

    3. (3)

      The fact that the director approved the action being challenged in the derivative proceeding so long as the director did not receive a personal benefit as a result of the action.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-2-744, enacted by Ga. L. 1988, p. 1070, § 1.

Law reviews

For annual survey of law of business associations, see 43 Mercer L. Rev. 85 (1991). For survey article on business associations, see 60 Mercer L. Rev. 35 (2008). For article, ‘‘2013 Georgia Corporation and Business Organization Case Law Developments,’’ see 19 Ga. St. B. J. 28 (April 2014). For comment, ‘‘Deciding Who Should Decide to Dismiss Derivative Suits,’’ see 39 Emory L.J. 937 (1990).

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, pages 210 to 211; merge action: annotated; file SHA-256 f2fad2b71b39.