Rule 23.1. Derivative Actions

(a) Applicability This rule applies when one or more shareholders, members, or partners--as applicable--of a corporation, limited liability company, limited partnership, or unincorporated association bring a derivative action to enforce a right that the corporation, limited liability company, limited partnership, or unincorporated association may properly assert but has failed to enforce.

(b) Pleading Requirements The complaint must:

(1) be verified;

(2) allege facts sufficient to show that the plaintiff has standing to maintain the derivative action; and

(3) allege facts sufficient to show that the plaintiff satisfies all statutory and other requirements under the law for maintaining the derivative action.

(c) Settlement, Voluntary Dismissal, and Compromise A derivative action may not be settled, voluntarily dismissed, or compromised without court approval. Notice of a proposed settlement, voluntary dismissal, or compromise must be given to shareholders, members, or partners--as applicable--in the manner that the court orders. If the court determines that a proposed settlement, voluntary dismissal, or compromise will substantially affect the interests of the shareholders, members, or partners--or a class of shareholders, members, or partners--the court must order that notice be given to the affected shareholders, members, or partners.