2017 ORS 60.261¹
Derivative proceedings

(1) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.

(2) A complaint in a proceeding brought in the right of a corporation must allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.

(3) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s shareholders or a class of shareholders, the court shall direct that notice be given the shareholders affected.

(4) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on behalf of the beneficial owner. [1987 c.52 §67]

Notes of Decisions

Where purchaser of stock knows or has reason to believe seller has engaged in corporate wrongdoing, purchaser is disqualified from maintaining ac­tion for damages. Damerow Ford Co. v. Bradshaw, 128 Or App 606, 876 P2d 788 (1994)

Shareholder who purchased interest representing all other shares of stock was purchaser of entire corpora­tion for purposes of determining ability to maintain ac­tion against seller. Damerow Ford Co. v. Bradshaw, 128 Or App 606, 876 P2d 788 (1994)

to Excuse Failure to Make Demand, Plaintiff Must Specify Facts Showing Reasonable Doubt Either

1) that directors are disinterested and independent for purposes of responding to demand; or 2) that challenged transac­tion resulted from valid exercise of business judg­ment. Crandon Capital Partners v. Shelk, 219 Or App 16, 181 P3d 773 (2008), Sup Ct review denied

Complaint allega­tions that directors have undertaken defensive measures in response to pending or potential bid for control are generally sufficient to defeat mo­tion to dismiss for failure to make demand. Crandon Capital Partners v. Shelk, 219 Or App 16, 181 P3d 773 (2008), Sup Ct review denied

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet defini­tion for “shareholder” does not have statutorily created inspec­tion rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

This chapter as authorizing partnership of corpora­tion and individual; validity of partnership between a private corpora­tion and an individual when corpora­tion charter so provides, (1972) Vol 36, p 94

Law Review Cita­tions

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)

1 Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2017) (last ac­cessed Mar. 30, 2018).
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.