Kansas Statutes Annotated

K.S.A. § 60-223a (2026)

Derivative actions

✓ current as of May 2026

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60-223a. Derivative actions. (a) Prerequisites. This section applies when one or more shareholders or members of a corporation or an unincorporated association bring a derivative action to enforce a right that the corporation or association may properly assert but has failed to enforce. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of shareholders or members who are similarly situated in enforcing the right of the corporation or association.

(b) Pleading requirements. The petition must be verified and must:

(1) Allege that the plaintiff was a shareholder or member at the time of the transaction complained of, or that the plaintiff's share or membership later devolved on it by operation of law;

(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) Conducting the action. In conducting an action under this section, the court may issue any appropriate orders corresponding with those described in subsection (d) of K.S.A. 60-223, and amendments thereto.

(d) 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: Order of Supreme Court dated July 17, 1969; L. 2010, ch. 135, § 91; July 1.

Notes of Decisions

Cited in 17 cases (2 in the last 5 years), 1978–2026 · leading case: Ross-Williams v. Bennett, 419 P.3d 608 (Kan. Ct. App. 2018).

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Ross-Williams v. Bennett, 419 P.3d 608 (Kan. Ct. App. 2018). · cites it 23× “Hesse, President and Chief Executive Officer of the Sprint Nextel Corporation, pursuant to K.S.A. 60-223a. In the letter, Weiser alleged that certain officers and directors of the Sprint Nextel Corporation had breached their fiduciary duties of loyalty and good faith in various…”

Newton v. Hornblower, Inc., 582 P.2d 1136 (Kan. 1978). · cites it 5× “The contention is that the second amended petition, the last one filed, along with certain amendments allowed by the pretrial order, are insufficient to meet the requirements for a derivative action under K.S.A. 60-223a and therefore the court lacked jurisdiction.”

Quality Developers, Inc. v. Thorman, 31 P.3d 296 (Kan. Ct. App. 2001). · cites it 9× “When a shareholder believes that an officer or director has breached his or her fiduciary duty to the corporation or to its stockholders, the shareholder may file a derivative action under K.S.A. 60-223a or, in certain circumstances, the shareholder may bring an individual…”

Lightner v. Lightner, 266 P.3d 539 (Kan. Ct. App. 2011). · cites it 4× “At the time the Lightner action was filed, K.S.A. 60-223a provided: *549 “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…”

Mynatt v. Collis, 57 P.3d 513 (Kan. 2002). · cites it 2× “In their reply brief, Collis and Hughes contend that Richards was not a prohibited exercise of judicial legislation resulting in an expansion of K.S.A. 60-223a. They assert that because Mynatt relied on the trial court’s interpretation and application of Richards , Mynatt may…”

Richards v. Bryan, 879 P.2d 638 (Kan. Ct. App. 1994). · cites it 2× “When a shareholder believes that an officer or director of the corporation has breached his or her fiduciary duty, the shareholder may file a derivative action under K.S.A. 60-223a or, in certain circumstances, an individual damage suit.”

Gray v. Manhattan Med. Ctr., Inc., 18 P.3d 291 (Kan. Ct. App. 2001). · cites it 2× “K.S.A. 60-223a. MMCI argues that it is irrelevant whether the terms of the lease and bylaws were breached because MMCI’s decision not to take the corrective action sought by Gray was a discretionary and protected business judgment.”

Halley v. Barnabe, 24 P.3d 140 (Kan. 2001). “Bill Creach’s argument that Halley cannot adequately represent the interests of the LLC under the language of K.S.A. 60-223a is without merit. We will not reach or discuss the claims of res judicata or collateral estoppel arising out of Judge Koger’s ruling in the Barnabe…”

Kaufman v. Kansas Gas & Elec. Co., 634 F. Supp. 1573 (D. Kan. 1986). · cites it 2× “The sole issue before this Court, then, is: when is a shareholder’s demand upon a board of directors, to redress an alleged wrong to the corporation, excused as futile prior to the filing of a derivative suit? As a preliminary matter, the parties have agreed that the choice of…”

Franklin Sav. Corp. v. United States, 970 F. Supp. 855 (D. Kan. 1997). · cites it 2× “1 and K.S.A. § 60-223a, the terms of which are virtually identical.”

Troilo v. Yager (Kan. Ct. App. 2026). · cites it 16× “The appointed directors and DDKS claim the district court had no jurisdiction over plaintiffs' lawsuit because they contend plaintiffs did not comply with the requirements to bring a derivative action under K.S.A. 60-223a. First, they claim plaintiffs lack standing to bring a…”

Norton v. Nat'l Rsch. Found., 141 F.R.D. 510 (D. Kan. 1992). “§ 60-223a (1983). . Under Kansas law, the shares of Ira.”

Show all 17 citing cases →

— K.S.A. § 60-223a(a) — 2 cases

Ross-Williams v. Bennett, 419 P.3d 608 (Kan. Ct. App. 2018). “Hesse, President and Chief Executive Officer of the Sprint Nextel Corporation, pursuant to K.S.A. 60-223a. In the letter, Weiser alleged that certain officers and directors of the Sprint Nextel Corporation had breached their fiduciary duties of loyalty and good faith in various…”

Troilo v. Yager (Kan. Ct. App. 2026). “The appointed directors and DDKS claim the district court had no jurisdiction over plaintiffs' lawsuit because they contend plaintiffs did not comply with the requirements to bring a derivative action under K.S.A. 60-223a. First, they claim plaintiffs lack standing to bring a…”

— K.S.A. § 60-223a(b) — 2 cases

— K.S.A. § 60-223a(b)(1) — 2 cases

— K.S.A. § 60-223a(b)(2) — 2 cases

— K.S.A. § 60-223a(b)(3) — 1 case

— K.S.A. § 60-223a(b)(3)(A) — 2 cases

— K.S.A. § 60-223a(c) — 1 case

— K.S.A. § 60-223a(d) — 1 case

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