Wisconsin Statutes

Wis. Stat. § 180.0741 (2026)

Standing

✓ current as of July 2026

Find cases: SyfertCases citing this section WI-LEGdocs.legis.wisconsin.gov JustiaChapter on Justia CornellLII Search CasesGoogle Scholar

180.0741180.0741 Standing. A shareholder or beneficial owner may not commence or maintain a derivative proceeding unless the shareholder or beneficial owner satisfies all of the following:

180.0741(1)(1) Was a shareholder or beneficial owner of the corporation at the time of the act or omission complained of or became a shareholder or beneficial owner through transfer by operation of law from a person who was a shareholder or beneficial owner at that time.

180.0741(2)(2) Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

180.0741 HistoryHistory: 1989 a. 303; 1991 a. 16.

180.0741 AnnotationA plaintiff does not fairly and adequately represent the interest of the corporation when a derivative action is used for personal advantage. Whether or not a personal agenda exists is determined by the trial court. Read v. Read, 205 Wis. 2d 558, 561 N.W.2d 768 (Ct. App. 1996), 95-2453.

180.0741 AnnotationTo bring an individual claim for breach of fiduciary duty, the complaint must allege facts sufficient, if proved, to show an injury personal to the complainant, rather than primarily to the corporation. The plaintiff must also show that each defendant had a fiduciary duty to the plaintiff in respect to corporate affairs that to each defendant constitutes a breach. Generally a claim of waste of corporate assets must be brought in a derivative action and not as a direct action. Reget v. Paige, 2001 WI App 73, 242 Wis. 2d 278, 626 N.W.2d 302, 99-0838.

180.0741 AnnotationDerivative claims are those a corporation could bring because the corporation’s assets are affected. If the injury is one primarily to the corporation, a plaintiff must allege that it was a registered shareholder at the time of the transaction of which it complains. The failure to plead registered shareholder status requires the dismissal of derivative claims. Borne v. Gonstead Advanced Techniques, Inc., 2003 WI App 135, 266 Wis. 2d 253, 667 N.W.2d 709, 01-2624.

180.0741 AnnotationTo have standing pursuant to this section, one must be a current shareholder to initiate a claim on behalf of the corporation. Krier v. Vilione, 2009 WI 45, 317 Wis. 2d 288, 766 N.W.2d 517, 06-1573.

Notes of Decisions

Cited in 10 cases, 1996–2019 · leading case: Park Bank v. Roger E. Westburg, 2013 WI 57 (Wis. 2013).

Sort: Relevance Newest Treatment

Park Bank v. Roger E. Westburg, 2013 WI 57 (Wis. 2013). · cites it 30× “See Wis. Stat. § 180.0741 . However, in order to commence or maintain a shareholder derivative action, they must comply with certain statutory requirements.”

Read v. Read, 556 N.W.2d 768 (Wis. Ct. App. 1996). · cites it 28× “There is no Wisconsin case directly on point explaining the standard of review when determining whether a plaintiff is an appropriate shareholder to maintain a derivative action under § 180.”

Borne v. Gonstead Advanced Techniques, Inc., 2003 WI App 135 (Wis. Ct. App. 2003). · cites it 16× “Therefore, we begin by examining that status in light of the *262 relevant statutes and the facts set forth in the amended complaint.”

Krier v. Vilione, 2009 WI 45 (Wis. 2009). · cites it 4× “Therefore, to have standing pursuant to Wis. Stat. § 180.0741 , one must be a current shareholder to initiate a claim on behalf of the corporation.”

Daniel Marx v. Richard L. Morris, 925 N.W.2d 112 (Wis. 2019). · cites it 2× “See Wis. Stat. §§ 180.0741 , 180.0742, 180.0744.”

Reget v. Paige, 2001 WI App 73 (Wis. Ct. App. 2001). · cites it 2× “Wis. Stat. § 180.0741 ; Read v. Read, 205 Wis.”

Notz v. Everett Smith Grp., Ltd., 2008 WI App 84 (Wis. Ct. App. 2008). · cites it 5× “¶ 21 We agree, but reframe the issue as one of standing, rather than one of mootness in order to be consistent with the rest of the Business Corporation Law.”

Starsurgical Inc. v. Aperta, LLC, 40 F. Supp. 3d 1069 (E.D. Wis. 2014). · cites it 2× “Under Wis. Stat. § 180.0741 , a shareholder must “fairly and adequately represent the interests of the corporation” in order to bring a derivative action.”

Park Bank v. Roger E. Westburg (Wis. 2013). · cites it 14× “See Wis. Stat. § 180.0741 . However, in order to commence or maintain a shareholder derivative action, they must comply with certain statutory requirements.”

Daniel Marx v. Richard L. Morris (Wis. 2019). “§§ 180.0741 , 180.0742, 180.0744. These procedures evince a recognition of the long history of derivative action principles in Wisconsin corporate law.”

— Wis. Stat. § 180.0741(2) — 1 case

Read v. Read, 556 N.W.2d 768 (Wis. Ct. App. 1996). “There is no Wisconsin case directly on point explaining the standard of review when determining whether a plaintiff is an appropriate shareholder to maintain a derivative action under § 180.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.