Alaska R. Civ. P. 23.1

(a) An action may be brought in the right of a domestic

or foreign corporation to procure a judgment in its favor by a

holder of shares of the corporation of voting trust certificates

of the corporation, or of a beneficial interest in shares or

certificates of the corporation.

(b) In a derivative action, the complaint shall be verified

and shall allege that the plaintiff was a shareholder, of record

or beneficially, or the holder of voting trust certificates at the

time or during any part of the transaction of which the plaintiff

complains or that the plaintiff’s shares or voting trust

certificates devolved upon the plaintiff by operation of law

from a holder who was a holder at the time or during any part

of the transaction complained of. A shareholder who does not

meet the requirements of this section may be allowed in the

discretion of the court to maintain the action on a preliminary

showing to and determination by the court, by motion and after

a hearing at which the court considers evidence, by affidavit or

testimony, as it considers material, that

(1) there is a strong prima facie case in favor of the claim

asserted on behalf of the corporation;

(2) no other similar action has been or is likely to be

instituted;

(3) the plaintiff acquired the shares before there was

disclosure to the public or to the plaintiff of the wrongdoing of

which the plaintiff complains;

(4) unless the action can be maintained the defendant

may retain a gain derived from the defendant’s willful breach

of a fiduciary duty; and

(5) the requested relief will not result in unjust

enrichment of the corporation or a shareholder of the

corporation.

(c) Unless excused on grounds that a majority of the

directors is implicated in or under the direct or indirect control

of a person who is implicated in the injury to the corporation,

before an action in the right of a domestic or foreign

corporation is instituted a plaintiff who has standing under (b)

of this section shall make a formal demand upon the board to

secure the action the plaintiff desires.

(d) If a shareholder fails to make a formal demand under

(c) of this section the complaint shall state with particularity

the facts establishing excuse under (c) of this section. In a

motion to dismiss for failure to make demand on the board the

shareholder shall have the burden to establish excuse.

(e) In a case in which demand on the board is made

under (c) of this section, a decision by the board that, in its

business judgment, the litigation would not be in the best

interest of the corporation terminates the right created by (a) of

this section.

(f) In a case in which demand on the board is excused

under (c) of this section or the decision of the board under (e)

of this section is rejected by the court as inconsistent with the

directors’ duties of care and loyalty to the corporation, a

plaintiff who has standing under (b) of this section shall have

the right to commence or continue the action created by (a) of

this section. Notwithstanding (c) or (e) of this section,

disinterested, noninvolved directors acting as the board or a

duly charged board committee may petition the court to

dismiss the plaintiff’s action on grounds that in their

independent, informed business judgment the action is not in

the best interests of the corporation. The petitioners shall have

the burden of establishing to the satisfaction of the court their

disinterest, independence from any direct or indirect control of

defendants in the action, and the informed basis on which they

have exercised their asserted business judgment. If the court is

satisfied that the petitions are disinterested, independent, and

informed it shall then exercise an independent appraisal of the

plaintiff’s action to determine whether, considering the welfare

of the corporation and relevant issues of public policy, it

should dismiss the action.

(g) A shareholder action otherwise in conformity with

this section shall not be dismissed because the alleged injury or

wrong to the corporation has been ratified by the outstanding

shares. A court may consider the fact of ratification in framing

any order for relief to which it considers the corporation

entitled.

(h) In an action instituted or maintained in the right of a

corporation by the holder or holders of record of less than five

percent of the outstanding shares of any class of the

corporation or of voting trust certificates for these shares, the

corporation in whose right the action is brought or the

defendants may at any time before final judgment move the

court to require the plaintiff to give security for the reasonable

expense, including attorney fees, that may be incurred by the

moving party. The amount of the security may be increased or

decreased from time to time in this discretion of the court upon

a showing that the security has become inadequate or

excessive. The corporation or other defendants may have

recourse to the security in an amount as the court may

determine upon the termination of the derivative action,

whether or not the court finds the action was brought without

reasonable cause.

(i) A derivative action may not be discontinued,

abandoned, compromised or settled without the approval of the

court having jurisdiction of the action. If the court determines

that the interests of the shareholders or any class or classes of

shareholders will be substantially affected by a discontinuance,

abandonment, compromise, or settlement, the court in its

discretion may direct that notice, by publication or otherwise,

shall be given to the shareholders or class or classes of

shareholders whose interests will be affected. If the court

directs notice to be given, it shall determine which of the

parties to the action shall bear the expense of giving the notice

in an amount the court determines to be reasonable in the

circumstances. The amount shall be awarded as special costs of

the action.

(j) If the derivative action is successful, in whole or in

part, or if anything is received as a result of the judgment,

compromise, or settlement of that action, the court may award

to the plaintiff or plaintiffs reasonable expenses, including

reasonable attorney fees, and shall direct an accounting to the

corporation for the remainder of the proceeds. This subsection

does not apply to a judgment rendered only for the benefit of

injured shareholders and limited to a recovery of the loss or

damage sustained by them.