WYOMING COURT RULES

68 (2) allege that the action is not a collusive one to confer jurisdiction that the court would otherwise lack; and (3) state with particularity: (A) any effort by the plaintiff to obtain the desired action from the directors or comparable authority and, if necessary, from the shareholders or members; and (B) the reasons for not obtaining the action or not making the effort. (c) Settlement, Dismissal, and Compromise. — A derivative action may be settled, voluntarily dismissed, or compromised only with the court’s approval. Notice of a proposed settlement, voluntary dismissal, or compromise must be given to shareholders or members in the manner that the court orders. History: Added February 2, 2017, effective March 1, 2017. Source. — This rule is similar to Rule 23.1 of the Federal Rules of Civil Procedure. Stock title required for derivative ac- tion. — As a general rule, one who has trans- ferred or lost title to his stock may not maintain a stockholder’s derivative action. Centrella v. Morris, 597 P.2d 958, 1979 Wyo. LEXIS 441 (Wyo. 1979). Company could not maintain a derivative action against the corporation challenging the agreement between the corporation and a lim- ited liability company because it did not own corporation stock at the time of the transaction, Wyo. Stat. Ann. § 17-16-741 and Wyo. R. Civ. P. 23.1, and it did not acquire its share of stock by operation of law. GOB, LLC v. Rainbow Can- yon, Inc., 2008 WY 157, 197 P.3d 1269, 2008 Wyo. LEXIS 161 (Wyo. 2008). When transaction prior to stock pur- chase may be grounds for action. — One who obtains corporate stock may not maintain a derivative action complaining of a transaction which took place prior to his becoming a stock- holder, unless the mismanagement or its effects continue and are injurious to him, or it affects him specially and peculiarly in some other manner. Centrella v. Morris, 597 P.2d 958, 1979 Wyo. LEXIS 441 (Wyo. 1979). Theoretically, stockholder’s derivative action is brought on behalf of corporation. — Centrella v. Morris, 597 P.2d 958, 1979 Wyo. LEXIS 441 (Wyo. 1979). Antagonism with stockholder precludes alignment of corporation as plaintiff. — Where there is antagonism between manage- ment and shareholder, the courts will refuse to align the corporation as a plaintiff in a stock- holder’s derivative suit. Centrella v. Morris, 597 P.2d 958, 1979 Wyo. LEXIS 441 (Wyo. 1979). Derivative action by former president would not result in fair and adequate rep- resentation. — When a corporation obtained a judgment against its former president for steal- ing corporate funds, and the former president filed a derivative action against the corpora- tion’s other officers, summary judgment dis- missing the suit was properly entered because, under Wyo. Stat. Ann. § 17-16-741(a)(ii), the former president did not fairly and adequately represent the interests of the corporation; a lawsuit filed by the corporation against the former president for the misappropriation of corporate funds was pending and the former president’s history of animosity, hostility and chicanery toward the corporation and its other shareholders rendered the former president unable to fairly represent them. Woods v. Wells Fargo Bank, 2004 WY 61, 90 P.3d 724, 2004 Wyo. LEXIS 75 (Wyo. 2004), reh’g denied, 2004 Wyo. LEXIS 84 (Wyo. June 22, 2004). Law reviews. — For comment, “Wyoming Business Corporation Act: Is it Time for a Change?,” see XXII Land & Water L. Rev. 523 (1987).