Mississippi Code
Miss. Code Ann. § 79-4-7.42 (2026)
Prerequisites to commencing derivative proceeding
✓ current as of July 2026
No shareholder may commence a derivative proceeding until:
- (1) A written demand has been made upon the corporation to take suitable action; and
- (2) Ninety (90) days have expired from the date delivery of the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety-day period.
Laws, 1993, ch. 368, § 5; Laws, 2012, ch. 481, § 13, eff. 1/1/2013.
Notes of Decisions
Cited in 8
cases, 1997–2016 · leading case: Werbowsky v. Collomb, 766 A.2d 123 (Md. 2001).
Werbowsky v. Collomb, 766 A.2d 123 (Md. 2001). “1493a; Miss.Code Ann. § 79-4-7.42; Mont.Code Ann.”
Gerald W. Scafidi v. Jo Ann S. Hille, 180 So. 3d 634 (Miss. 2015). “See Miss.Code Ann. § 79-4-7.42 (Rev. 2013). Gerald also argues that, even if the trial court could treat Jo Ann’s derivative action as a direct action against Gerald, the chancellor should have made a finding under Derouen v.”
Burgess Ex Rel. BancorpSouth, Inc. v. Patterson, 188 So. 3d 537 (Miss. 2016). “Miss.Code Ann. § 79-4-7.42 (Rev. 2013). Therefore, the contexts are different under Mississippi and Delaware law and Stewart , which involved a question of whether the plaintiff had sufficiently demonstrated demand futility 10 to excuse pre-suit demand.”
Speetjens v. Malaco Inc., 929 So. 2d 303 (Miss. 2006). “Speetjens nevertheless asserted that this derivative action should be allowed to proceed because the "[d]emand as required by Miss. Code Ann. 79-4-7.42 would have been futile" since the directors of Malaco "are in absolute control of the corporation and [they] unlawfully…”
Longanecker v. Diamondhead Country Club, 760 So. 2d 764 (Miss. 2000). “See Miss.Code Ann. §§ 79-4-7.42 & 79-29-1102 (1996).”
Boland v. Engle, 113 F.3d 706 (7th Cir. 1997). “1493a; Miss.Code Ann. § 79-4-7.42; Mont.Code Ann.”
Joseph K. Speetjens v. Malaco, Inc. (Miss. 2004). “Speetjens nevertheless asserted that this derivative action should be allowed to proceed because the “[d]emand as required by Miss. Code Ann. 79-4-7.42 would have been futile” since the directors of Malaco “are in absolute control of the corporation and [they] unlawfully…”
Gary Longanecker v. Diamondhead Country Club & Prop. Owners (Miss. 1999). “See Miss. Code Ann. §§ 79-4-7.42 & 79-29-1102 (1996).”
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