In a derivative action brought by one or more shareholders or members to enforce a right of a corporation or of an unincorporated association, the corporation or association having failed to enforce a right which may properly be asserted by it, the petition shall be verified and shall allege that the plaintiff was a shareholder or member at the time of the transaction of which he complains or that his share or membership thereafter devolved on him by operation of law. The petition shall also allege with particularity the efforts, if any, made by the plaintiff to obtain the action he desires from the directors or comparable authority and, if necessary, from the shareholders or members, and the reasons for his failure to obtain the action or for not making the effort. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the shareholders or members similarly situated in enforcing the right of the corporation or association. The action shall not be dismissed or compromised 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.
§ 2023.1.Derivative Actions By Shareholders
Chapter 39: Oklahoma Pleading Code · Not amended since adoption on record · Last verified August 3, 2026
In one sentenceSection 2023.1 requires a shareholder's derivative suit to be verified, allege the plaintiff's stock ownership at the time of the challenged transaction, describe the plaintiff's efforts to get the corporation's directors or shareholders to act first, and bars settlement or dismissal without court approval and notice to shareholders.
Full Text of § 2023.1
Amendment History
Added by Laws 1984, SB 417, c. 164, §24, eff. 11/1/1984.
Plain-English Summary
A derivative action lets a shareholder sue on behalf of a corporation that has failed to enforce its own rights, and this section sets the pleading and approval requirements for it. The petition must be verified, allege that the plaintiff owned stock or membership at the time of the transaction complained of, or that it devolved on them later by operation of law, and describe with particularity what the plaintiff did to get the directors, or if necessary the shareholders, to take the action the plaintiff wants, along with why that effort failed or wasn't made.
The suit can't go forward unless the plaintiff will "fairly and adequately represent" the interests of similarly situated shareholders or members, and, because the corporation's rights, not just the plaintiff's, are at stake, the action can't be dismissed or settled without court approval, with notice of the proposed dismissal or settlement given to shareholders in whatever manner the court directs.
Frequently Asked Questions
Does a shareholder derivative petition have to be verified?
Yes -- the section requires the petition to be verified.
What must the petition say about the plaintiff's stock ownership?
That the plaintiff was a shareholder or member at the time of the transaction being complained of, or that the shares devolved on them afterward by operation of law.
Does a shareholder have to ask the company to act before suing on its behalf?
Generally yes -- the petition must describe with particularity the plaintiff's efforts to get the directors, and if necessary the shareholders, to take the desired action, and explain why those efforts failed or weren't made.
Can a derivative lawsuit be settled without anyone else finding out?
No -- the action can't be dismissed or compromised without court approval, and shareholders must be given notice of any proposed dismissal or settlement.
Source & verification. Section text is reproduced verbatim from
Title 12 of the Oklahoma Statutes, enacted by the Oklahoma Legislature.
Last verified August 3, 2026.
· Official source
Also known as: oklahoma shareholder derivative action12 O.S. § 2023.1derivative suit demand requirement oklahomaoklahoma FRCP 23.1 equivalent