Ind. Code » Title 23
Indiana Code

Ind. Code § 23-1-32-2 (2025)

Complaint; stay of proceeding

✓ 2025 Indiana Code: the 2026 session is not included
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     Sec. 2. A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why the shareholder did not make the demand. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint (including an investigation commenced under section 4 of this chapter), the court may stay any proceeding until the investigation is completed.

As added by P.L.149-1986, SEC.16.

 

Notes of Decisions
Cited in 8 cases (4 in the last 5 years), 1987–2026 · leading case: In re Guidant Shareholders Derivative, 841 N.E.2d 571 (Ind. 2006).
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In re Guidant Shareholders Derivative, 841 N.E.2d 571 (Ind. 2006). · cites it 14× “Pursuant to Indiana Appellate *572 Rule 64, Judge Sarah Evans Barker has certified the following question of Indiana law: Under Indiana Code § 23-1-32-2, regarding futility, by what legal standard should a court evaluate a shareholder's decision not to make demand to a public…”
In re ITT Derivative Litig., 932 N.E.2d 664 (Ind. 2010). · cites it 2× “Indiana Code § 23-1-32-2 and its official comments provide only a "modest explanation.”
Boland v. Engle, 113 F.3d 706 (7th Cir. 1997). “” Ind.Code § 23-1-32-2. A state that did not care whether shareholders make demand would not need such a pleading requirement.”
Sonkin v. Barker, 670 F. Supp. 249 (S.D. Ind. 1987). · cites it 2× “Ind.Code § 23-1-32-2. PSI therefore asks the court to impose a stay of this action until its special litigation committee can complete its investigation of the claims encompassed in the derivative suit.”
Crace v. Robert Weed Plywood Corp., No. 3:23-cv-00665 (N.D. Ind. Sept. 20, 2025). · cites it 4× “Ind. Code § 23-1-32-2 ; Fed. R. Civ. P. 23.”
Crace v. Robert Weed Plywood Corp., No. 3:23-cv-00665 (N.D. Ind. Sept. 24, 2024). · cites it 2× “Ind. Code § 23-1-32-2 ; Fed. R. Civ. P. 23.”
Vladimir Gusinsky Revocable Trust v. Cummins, Inc., No. 1:24-cv-00128 (S.D. Ind. May 27, 2026). · cites it 2× “1 and 12(b)(6) and Indiana Code § 23-1-32-2, arguing that Plaintiffs failed to make a pre-litigation demand to Cummins' Board as required by Indiana law.”
Williams v. Ebx Enter., LLC, No. 1:21-cv-00353 (S.D. Ind. Oct. 4, 2021). “Code § 23-1-32-2 ("A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why the shareholder did…”
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