Wisconsin Statutes

Wis. Stat. § 180.0742 (2026)

Demand

✓ current as of July 2026
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180.0742180.0742Demand. No shareholder or beneficial owner may commence a derivative proceeding until all of the following occur:
180.0742(1)(1)A written demand is made upon the corporation to take suitable action.
180.0742(2)(2)Ninety days expire from the date on which the demand was made, unless the shareholder or beneficial owner is notified before the expiration of 90 days that the corporation has rejected the demand or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
180.0742 HistoryHistory: 1989 a. 303; 1991 a. 16.
Notes of Decisions
Cited in 11 cases (2 in the last 5 years), 1997–2024 · leading case: Notz v. Everett Smith Grp., Ltd., 2009 WI 30 (Wis. 2009).
Notz v. Everett Smith Grp., Ltd., 2009 WI 30 (Wis. 2009). · cites it 12× “Notz made demands upon ATS's board of directors pursuant to Wis. Stat. § 180.0742 to correct actions he believed were damaging ATS.”
Jorgensen v. Water Works, Inc., 582 N.W.2d 98 (Wis. Ct. App. 1998). · cites it 8× “12 *786 Mary Tesch's affidavit averred that based on a review of the corporate records, and her personal knowledge, no written demand to take suitable action as required by § 180.0742, Stats., had been made on the corporation.”
Park Bank v. Roger E. Westburg, 2013 WI 57 (Wis. 2013). · cites it 4× “0741 (allowing a "shareholder or beneficial owner" to commence or maintain a shareholder derivative action if the "shareholder or beneficial owner" meets certain conditions); see also Wis. Stat. § 180.0742 (setting forth additional limitations for when a shareholder derivative…”
Werbowsky v. Collomb, 766 A.2d 123 (Md. 2001). “1(B); Wis.Stat.Ann. § 180.0742; Wyo.Stat. § 17-16-742.”
Notz v. Everett Smith Grp., Ltd., 2008 WI App 84 (Wis. Ct. App. 2008). · cites it 3× “On August 9, 2005, Notz served a shareholder demand letter on Trostel, as required by Wis. Stat. § 180.0742 (1), setting forth allegations he would bring in a derivative claim.”
In Re F5 Networks, Inc., 207 P.3d 433 (Wash. 2009). “This is also the standard embodied in the 2005 Model Business Corporations Act (MBCA), of which our legislature is doubtlessly aware.”
Boland v. Engle, 113 F.3d 706 (7th Cir. 1997). “1; Wis.Stat. § 180.0742. And both the case law and the academic commentary have been moving strongly in that direction as well.”
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). “This is also the standard embodied in the 2005 Model Business Corporations Act (MBCA), of which our legislature is doubtlessly aware.”
Est. of Stephen O'Bryan v. David L. O'Bryan (Wis. Ct. App. 2021). · cites it 10× “§ 180.0742 to those facts. We will 7 No. 2020AP997 overturn factual findings in a case tried to the court only if they are clearly erroneous.”
Est. of Stephen O'Bryan v. David O'Bryan (Wis. Ct. App. 2024). · cites it 2× “§ 180.0742, which prohibits the commencement of a derivative action unless a written demand has been made on the corporation and the corporation has been given ninety days to reject it.”
Park Bank v. Roger E. Westburg (Wis. 2013). · cites it 2× “0741 (allowing a "shareholder or beneficial owner" to commence or maintain a shareholder derivative action if the "shareholder or beneficial owner" meets certain conditions); see also Wis. Stat. § 180.0742 (setting forth additional limitations for when a shareholder derivative…”
— Wis. Stat. § 180.0742(1) — 2 cases
Notz v. Everett Smith Grp., Ltd., 2008 WI App 84 (Wis. Ct. App. 2008). “On August 9, 2005, Notz served a shareholder demand letter on Trostel, as required by Wis. Stat. § 180.0742 (1), setting forth allegations he would bring in a derivative claim.”
Est. of Stephen O'Bryan v. David L. O'Bryan (Wis. Ct. App. 2021). “§ 180.0742 to those facts. We will 7 No. 2020AP997 overturn factual findings in a case tried to the court only if they are clearly erroneous.”
— Wis. Stat. § 180.0742(2) — 1 case
Est. of Stephen O'Bryan v. David L. O'Bryan (Wis. Ct. App. 2021). “§ 180.0742 to those facts. We will 7 No. 2020AP997 overturn factual findings in a case tried to the court only if they are clearly erroneous.”
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