Louisiana § RS 12:1-744 - Dismissal
Full text of Louisiana Louisiana Civil Code § RS 12:1-744 — Dismissal, with citation guidance and answers to common questions.
§ RS 12:1-744. Dismissal
A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in Subsection B or Subsection E of this Section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.
B. Unless a panel is appointed pursuant to Subsection E of this Section, the determination in Subsection A of this Section shall be made by one of the following:
(1) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum.
(2) A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.
C. If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the petition shall allege with particularity facts establishing either of the following:
(1) That a majority of the board of directors did not consist of qualified directors at the time the determination was made.
(2) That the requirements of Subsection A of this Section have not been met.
D. If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of Subsection A of this Section have not been met; if not, the corporation shall have the burden of proving that the requirements of Subsection A of this Section have been met.
E. Upon motion by the corporation, the court may appoint a panel of one or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of Subsection A of this Section have not been met.
Acts 2014, No. 328, §1, eff. Jan. 1, 2015.
Source: official Louisiana text · Last verified 2026-08-27
Frequently Asked Questions About Louisiana § RS 12:1-744
What does Louisiana Civil Code § RS 12:1-744 cover?
Section RS 12:1-744 ("Dismissal") is part of the Louisiana Civil Code, the codified statutory law of Louisiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Louisiana § RS 12:1-744?
A common citation format is "Louisiana Civil Code § RS 12:1-744" (Louisiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Louisiana law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Louisiana official source linked on this page or consult a licensed Louisiana attorney.
How does Louisiana § RS 12:1-744 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Louisiana can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Louisiana.