In a derivative action brought in the Superior Court by one or more shareholders to enforce a right of a corporation, the corporation having failed to enforce a right which may properly be asserted by it, the complaint shall be verified and shall allege that the plaintiff was a shareholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s share thereafter devolved on the plaintiff by operation of law. The complaint shall also allege with particularity that the plaintiff has made a written demand upon the corporation to take the suitable action. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the corporation in enforcing the right of the corporation. The action shall not be dismissed or settled without the approval of the court, and notice of the proposed dismissal or compromise shall be given to shareholders or members in such manner as the court directs if the court determines that a proposed discontinuance or settlement substantially affects the interests of a corporation’s shareholders or a class of shareholders.
Rule 23A.Derivative Actions by Shareholders
Last verified July 8, 2026
In one sentenceRule 23A lets one or more shareholders sue on a corporation's behalf when the corporation itself has failed to enforce its own rights, but only after a verified complaint alleging the plaintiff's stock ownership at the relevant time, a written demand on the corporation to act, and adequate representation of the corporation's interests.
Full Text of Rule 23A
Advisory Committee’s Notes & Reporter’s Notes
Advisory Committee’s Notes
See Advisory Committee’s Notes below Rule 23B for an explanation of this amendment.
Advisory Committee’s Notes
Rule 23A is taken with only minor changes from Federal Rule 23.1. The new rule is added simultaneously with the promulgation of new Rule 23, also based on the comparable federal rule. The new Rule 23A is similar in basic effect to the original Maine Rule 23(b) as promulgated in 1959 and now withdrawn. Principal differences are inclusion in the new rule of requirements that the complaint allege that the plaintiff was a member or shareholder at the time of the transaction complained of and that the plaintiff be an adequate representative of the interests of others similarly situated. The former point, though previously an open question in Maine, was resolved for corporations at least by legislative adoption in 1971 of 13-A M.R.S.A. § 627(l) (A), making similar provisions. The requirement of representation was found in original Rule 23(a) and was in any event inherent in the practice. See 1 Field, McKusick, and Wroth, Maine Civil Practice § 23.2 (2d ed., 1970; Supp. 1981). In other respects also, the rule is consistent with 13-A M.R.S.A. § 627, respecting actions by shareholders of foreign or domestic corporations. I n actions subject to that provision, however, the plaintiff must allege specifically that he gave written notice of his action to the corporation or board of directors at least ten days before bringing action. Also, by virtue of the last sentence of the statute, it will be “necessary” under the rule to allege or prove demand upon the shareholders only in the case of a close corporation.
Plain-English Summary
A shareholder derivative suit lets an owner step into the corporation’s shoes and sue on its behalf when the people who normally control that decision — the corporation’s own directors — have failed to pursue a right the corporation holds. Rule 23A requires the complaint to be verified, and to allege that the plaintiff owned shares at the time of the challenged transaction (or inherited that ownership by operation of law), along with a particularized allegation that the plaintiff made a written demand on the corporation before suing. Maine’s Business Corporation Act requires that demand in every case, eliminating the older excuse that demand was futile.
The suit cannot go forward if the plaintiff does not adequately represent the corporation’s own interests, free of any conflicting loyalty, in enforcing its right — the focus is squarely on the corporation, not on other shareholders generally. And because a derivative suit affects the corporation and its owners collectively, it cannot be dismissed or settled without court approval, and the court must direct that shareholders be notified whenever it finds the proposed outcome would substantially affect their interests.
Frequently Asked Questions
Does a shareholder always have to make a written demand on the corporation first?
Yes. Maine's Business Corporation Act requires a written demand on the corporation in every derivative case, which the complaint must allege with particularity; the old excuse that demand would have been futile no longer applies.
Whose interests must the plaintiff adequately represent?
The corporation's. Rule 23A focuses the adequate-representation requirement on protecting the corporation's interests, free of any conflicting loyalty, in enforcing its own right, not the interests of other shareholders generally.
Can a shareholder derivative suit be settled without court involvement?
No. The action cannot be dismissed or compromised without the court's approval, and the court must direct that notice go to shareholders if it determines the proposed outcome would substantially affect their interests.
Source & verification. The rule text and Advisory Committee’s Notes / Reporter’s
Notes are reproduced verbatim from the official Maine Rules of Civil Procedure (Me. R. Civ. P. 23A), prescribed by the
Supreme Judicial Court of Maine (4 M.R.S. § 8, the Rules Enabling Act). The plain-English summary is original and written by us. Last verified July 8, 2026. ·
Official source
Also known as: shareholder derivative actionderivative suit demand requirement