Wash. Rev. Code » Title 23B · Chapter 23B.07
Revised Code of Washington

Wash. Rev. Code § 23B.07.400 (2026)

Derivative proceedings procedure

✓ current as of May 2026
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(1) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.
(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 a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(3) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
(4) On termination of the proceeding the court may require the plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.
(5) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on behalf of the beneficial owner.
[ 1989 c 165 s 79.]
Notes of Decisions
Cited in 19 cases (3 in the last 5 years), 2002–2025 · leading case: In Re F5 Networks, Inc., 207 P.3d 433 (Wash. 2009).
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In Re F5 Networks, Inc., 207 P.3d 433 (Wash. 2009). · cites it 5× “Lasnik of the United States District Court, Western District of Washington, asked us to answer two certified questions: "What test does Washington apply to determine whether allegations made pursuant to RCW 23B.”
In Re Cray Inc., 431 F. Supp. 2d 1114 (W.D. Wash. 2006). · cites it 4× “12(b)(6) for failure to comply with the pre-litigation demand requirement in RCW 23B.07.400, docket no. 18, and by the Individual Defendants 1 for failure to properly plead fraud pursuant to Fed.”
Lundberg v. Coleman, 60 P.3d 595 (Wash. Ct. App. 2002). “RCW 23B.07.400; see also Civil Rule 23.1.”
Locals 302 & 612 of the Int'l Union of Operating Engineers-Employers Constr. Indus. Ret. Trust ex rel. F5 Networks, Inc. v. McAdam, 166 Wash. 2d 229 (Wash. 2009). · cites it 5× “Lasnik of the United States District Court, Western District of Washington, asked us to answer two certified questions: “What test does Washington apply to determine whether allegations made pursuant to RCW 23B.07.400(2) by a shareholder seeking to initiate derivative litigation…”
Davis v. Cox, 325 P.3d 255 (Wash. Ct. App. 2014). “RCW 23B.07.400(4). The nonprofit statute does not expressly authorize an award of fees.”
Lundberg v. Coleman, 60 P.3d 595 (Wash. Ct. App. 2002). “[6] RCW 23B.07.400; see also Civil Rule 23.1.”
Save Columbia Credit Union Comm. v. Columbia Cmty. Credit Union, 134 Wash. App. 175 (Wash. Ct. App. 2006). “See RCW 23B.07.400; see also Lundberg, 115 Wn.”
Save Columbia CU Comm. v. Columbia Cmty. Credit Union, 139 P.3d 386 (Wash. Ct. App. 2006). “See RCW 23B.07.400; see also Lundberg, 115 Wash.”
Joe W. Trimm Et Ano, V. Starbucks Corp. (Wash. Ct. App. 2025). · cites it 3× “1 and RCW 23B.07.400(2). We agree. The Washington Superior Court rule governing derivative actions by shareholders states that a complaint “shall .”
Rick A. Holman v. Brian W. Brady (Wash. Ct. App. 2016). · cites it 2× “6 The statutory provision addressing procedure for derivative shareholder actions, codified at RCW 23B.07.400, was adopted by LAWS OF 1989, ch.”
Kent L. Davis On Behalf Of Olympia Food Co-op v. Grace Cox (Wash. Ct. App. 2020). · cites it 2× “RCW 23B.07.400 permits the court to award costs and fees to the defendants “if it finds that the proceeding was commenced without reasonable cause.”
Nat'l Ctr. for Pub. Policy Rsch. v. Schultz (E.D. Wash. 2023). · cites it 2× “1 27 and RCW 23B.07.400, ECF No. 19; furthermore, Individual Defendants 28 (“Starbucks Board”) moves to dismiss the Complaint pursuant to Federal Rules of 1 Civil Procedure 12(b)(6) and Rule 23.”
Show all 19 citing cases →
— Wash. Rev. Code § 23B.07.400(1) — 1 case
Rick A. Holman v. Brian W. Brady (Wash. Ct. App. 2016). “6 The statutory provision addressing procedure for derivative shareholder actions, codified at RCW 23B.07.400, was adopted by LAWS OF 1989, ch.”
— Wash. Rev. Code § 23B.07.400(2) — 6 cases
In Re F5 Networks, Inc., 207 P.3d 433 (Wash. 2009). “Lasnik of the United States District Court, Western District of Washington, asked us to answer two certified questions: "What test does Washington apply to determine whether allegations made pursuant to RCW 23B.”
In Re Cray Inc., 431 F. Supp. 2d 1114 (W.D. Wash. 2006). “12(b)(6) for failure to comply with the pre-litigation demand requirement in RCW 23B.07.400, docket no. 18, and by the Individual Defendants 1 for failure to properly plead fraud pursuant to Fed.”
Locals 302 & 612 of the Int'l Union of Operating Engineers-Employers Constr. Indus. Ret. Trust ex rel. F5 Networks, Inc. v. McAdam, 166 Wash. 2d 229 (Wash. 2009). “Lasnik of the United States District Court, Western District of Washington, asked us to answer two certified questions: “What test does Washington apply to determine whether allegations made pursuant to RCW 23B.07.400(2) by a shareholder seeking to initiate derivative litigation…”
Joe W. Trimm Et Ano, V. Starbucks Corp. (Wash. Ct. App. 2025). “1 and RCW 23B.07.400(2). We agree. The Washington Superior Court rule governing derivative actions by shareholders states that a complaint “shall .”
Nat'l Ctr. for Pub. Policy Rsch. v. Schultz (E.D. Wash. 2023). “1 27 and RCW 23B.07.400, ECF No. 19; furthermore, Individual Defendants 28 (“Starbucks Board”) moves to dismiss the Complaint pursuant to Federal Rules of 1 Civil Procedure 12(b)(6) and Rule 23.”
— Wash. Rev. Code § 23B.07.400(4) — 3 cases
Davis v. Cox, 325 P.3d 255 (Wash. Ct. App. 2014). “RCW 23B.07.400(4). The nonprofit statute does not expressly authorize an award of fees.”
Harry, Betty May, Timothy & Scott Corliss, Apps. v. Larry P. Hughes & Harry & Beth Hart, Resps. (Wash. Ct. App. 2014).
Kent L. & Linda Davis v. Grace Cox (Wash. Ct. App. 2014).
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