Del. Ch. Ct. R. 23.1 (2026)

Rule 23.1(b)(2); (B) if a dismissal, a proposed form of order stating the terms on which the action will be dismissed; or (C) if a settlement, the definitive agreement governing the settlement. (3) Notice. Notice of the proposed dismissal or settlement must be given in the manner directed by the Court. (A) Dismissal Without Notice. But the Court may order dismissal without notice if the dismissal is to be without prejudice or with prejudice to the derivative plaintiff only.

(B) Information About Notice. The parties must provide the Court with information sufficient to rule on whether to require notice and in what form. (C) Means of Notice. Notice may be given by any appropriate means approved by the Court, including first-class U.S. mail, email, or publication. (D) Contents of Notice. Unless the Court orders otherwise, the notice of a proposed dismissal or settlement must clearly and concisely state, in plain, easily understood language: (i) the location, date, and time of any hearing; (ii) the nature of the action; (iii) a summary of the claims, issues, defenses, and relief that the derivative action sought; (iv) a description of the terms of the proposed dismissal or settlement; (v) any award of attorney’s fees or expenses, or any derivative-plaintiff award, that will be sought if the proposed dismissal or settlement is approved; (vi) instructions for objectors; (vii) that additional information can be obtained by contacting derivative counsel; (viii) how to contact derivative counsel; and (ix) not to contact the Court with questions about the terms of the proposed dismissal or settlement. (4) Objections. (A) In General. Any person situated similarly to the derivative plaintiff may object to the proposed dismissal or settlement. The objection must state with specificity the grounds for and purpose of the objection. (B) Court Approval Required for Payment in Connection with an Objection. Unless approved by the Court after a hearing, no payment or other consideration may be provided in connection with: (i) forgoing or withdrawing an objection, or

(ii) forgoing, dismissing, or abandoning an appeal from the judgment approving the proposed dismissal or settlement. (C) Taking over Case After Providing Adequate Security. The Court may allow an objector to substitute as a derivative plaintiff if: (i) the objector satisfies the requirements for a derivative plaintiff in Rule 23.1; and (ii) if the proposed dismissal or settlement would provide relief to the entity, the objector provides adequate security. (5) Approval of Proposed Settlement. The Court may approve a proposed settlement only after a hearing and only on finding: (A) the derivative plaintiff and derivative counsel adequately represented the entity; (B) adequate notice of the hearing was provided; (C) the proposed settlement was negotiated at arm’s length; and (D) the relief falls within a range of reasonable results, taking into account: (i) the strength of the claims; (ii) the costs, risks, and delay of trial and appeal; (iii) the scope of the release; and (iv) any objections to the proposed settlement. (e) Attorney’s Fees, Expenses, and Derivative- Plaintiff Awards. (1) In a derivative action, the Court may award reasonable attorney’s fees and expenses to derivative counsel. (2) Any person from whom payment is sought may oppose the award, and any person with standing to object to a proposed dismissal or settlement may object to the award. (3) Any counsel who will share in the award of attorney’s fees and expenses must submit an affidavit documenting their fees and expenses.

(4) The Court may authorize derivative counsel to pay a reasonable award to a derivative plaintiff out of any award of attorney’s fees. (f) Definitions. For purposes of Rule 23.1: (1) “derivative action” means an action on behalf of an entity to enforce a claim that the entity could assert; (2) “derivative counsel” means a counsel representing a derivative plaintiff in pursuing a derivative action on behalf of an entity; (3) “derivative plaintiff” means a person pursuing a derivative action; and (4) “entity” means an entity with a separate legal existence, including a corporation, limited liability company, limited partnership, general partnership with entity status, common law trust, or statutory trust. History. Amended Jan. 4, 2006, effective Feb. 1, 2006; Dec. 20, 2006, effective Jan. 1, 2007; effective Sept. 25, 2023; May 31, 2024, effective June 14, 2024.

Rule 23.2. Actions on Behalf of or Against the Members of an Association Without Separate Legal Existence (a) Actions on Behalf of the Members of an Association. (1) Despite Rule 23, a person may sue for the members of an association if the person is: (A) a member of the association; and (B) capable of adequately representing the interests of the association and its members. (2) Despite Rule 9(a), the complaint must allege the capacity in which the person is suing for the members of the association and facts sufficient to satisfy