10A-5A-9.04
Section 10A-5A-9.04 Demand. A member may commence a derivative action in the right of the limited
liability company, or a series thereof, if: (a) the member first makes a written demand upon
the limited liability company or the series, as the case may be, to bring an action to enforce
the right and the limited liability company or the series, as the case may be, does not bring
the action within a reasonable time; or (b) a demand under subsection (a) would be futile.
(Act 2014-144, p. 265, §1.)...
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10A-5A-9.03
Section 10A-5A-9.03 Standing. (a) A member may commence or maintain a derivative action in
the right of the limited liability company only if the member: (1) fairly and adequately represents
the interests of the limited liability company in enforcing the right of the limited liability
company; and (2) either: (A) was a member of the limited liability company at the time of
the act or omission of which the member complains; or (B) whose status as a member devolved
upon the person by operation of law or pursuant to the terms of the limited liability company
agreement from a person who was a member at the time of the act or omission of which the member
complains. (b) A member associated with a series of a limited liability company may commence
or maintain a derivative action in the right of the series only if the member: (1) fairly
and adequately represents the interests of the series in enforcing the right of the series;
and (2) either: (A) was associated with the series at the time of...
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10A-5A-9.02
Section 10A-5A-9.02 Right of derivative action. (a) A member may commence or maintain a derivative
action in the right of a limited liability company to enforce a right of the limited liability
company by complying with this article. (b) A member associated with a series of a limited
liability company may commence or maintain a derivative action in the right of the series
to enforce a right of the series by complying with this article. (Act 2014-144, p. 265, §1.)...

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10A-5A-9.05
Section 10A-5A-9.05 Pleading. In a derivative action, the complaint must state with particularity:
(a) the date and content of plaintiff's demand and the response by the limited liability company
or the series, as the case may be, to the demand; or (b) why the demand should be excused
as futile. (Act 2014-144, p. 265, §1.)...
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10A-5A-9.06
Section 10A-5A-9.06 Stay of proceedings. For the purpose of allowing the limited liability
company or the series thereof, as the case may be, time to undertake an inquiry into the allegations
made in the demand or complaint commenced pursuant to this article, the court may stay any
derivative action for the period the court deems appropriate. (Act 2014-144, p. 265, §1.)...

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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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10A-5A-9.09
Section 10A-5A-9.09 Applicability to foreign limited liability companies. In any derivative
action in the right of a foreign limited liability company, or a series thereof, the right
of a person to commence or maintain a derivative action in the right of a foreign limited
liability company, or a series thereof, and any matters raised in the action covered by Sections
10A-5A-9.02 through 10A-5A-9.08 shall be governed by the law of the jurisdiction under which
the foreign limited liability company was formed; except that any matters raised in the action
covered by Sections 10A-5A-9.06, 10A-5A-9.07, and 10A-5A-9.08 shall be governed by the law
of this state. (Act 2014-144, p. 265, §1.)...
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8-20-4
Section 8-20-4 Unfair and deceptive trade practices. Notwithstanding the terms, provisions,
or conditions of any dealer agreement or franchise or the terms or provisions of any waiver,
prior to the termination, cancellation, or nonrenewal of any dealer agreement or franchise,
the following acts or conduct shall constitute unfair and deceptive trade practices: (1) For
any manufacturer, factory branch, factory representative, distributor, or wholesaler, distributor
branch, or distributor representative to coerce or attempt to coerce any motor vehicle dealer
to do any of the following: a. To accept, buy, or order any motor vehicle or vehicles, appliances,
equipment, parts, or accessories therefor, or any other commodity or commodities or service
or services which such motor vehicle dealer has not voluntarily ordered or requested except
items required by applicable local, state, or federal law; or to require a motor vehicle dealer
to accept, buy, order, or purchase such items in order to...
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10A-5-4.04
Section 10A-5-4.04 Derivative actions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A member may bring an action in the right of a limited liability
company to recover a judgment in its favor if the members or managers with authority to do
so have refused to bring the action or if an effort to cause those members or managers to
bring the action is not likely to succeed. (b) In a derivative action, the plaintiff shall
be a member (1) at the time of bringing the action or have succeeded to the right of a member
by operation of law or pursuant to the terms of the operating agreement from a person who
was a member and (2) at the time of the transaction of which he or she complains. (c) In a
derivative action, the complaint shall set forth with particularity the effort of the plaintiff
to secure initiation of the action by the members or managers with authority to do so, or
the reasons for not making the effort. (d) If a derivative action is...
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10A-5A-9.08
Section 10A-5A-9.08 Proceeds and expenses. (a) Except as otherwise provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise,
or settlement, belong to the limited liability company or series thereof, as the case may
be, and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any
proceeds, the derivative plaintiff shall immediately remit them to the limited liability company
or series thereof, as the case may be. (b) If a derivative action is successful in whole or
in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's
fees, from the recovery of the limited liability company or the series thereof, as the case
may be. (Act 2014-144, p. 265, §1.)...
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