Derivative proceedings
Source:
Section 60.261 — Derivative proceedings, https://www.oregonlegislature.gov/bills_laws/ors/ors060.html.
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
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