Practice Area

Shareholder Derivative Action

Texas State Court

Situation — How This Comes Up

The officers of my company are looting it and the board is doing nothing about it.

What You Need to Know First

When a corporation’s management refuses to act against wrongdoing by insiders, a shareholder can bring a derivative action on behalf of the company. The threshold procedural requirements in Texas are strict.

Full Analysis

Texas derivative actions under the BOC require a shareholder to make a demand on the board before filing suit, unless demand would be futile. The standing requirements, demand futility analysis, and special litigation committee procedures are all potential battlegrounds.

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The information on this page is for general informational purposes only. Nothing here constitutes legal advice for any individual case or situation. This information is not intended to create, and receipt or viewing does not constitute, an attorney–client relationship. © 2026 Silachi Law Firm, PLLC · Texas Bar No. 24118480