The Revised Act requires dismissal of a derivative suit if qualified (disinterested) directors determine, in good faith after conducting a reasonable inquiry that maintenance of the derivative suit is not in the best interests of the corporation.

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Under the Revised Model Business Corporation Act, a derivative suit can be dismissed if a majority of disinterested directors or a committee of disinterested directors determines, after a reasonable inquiry, that the suit is not in the best interests of the corporation. This reflects the principle that directors, not shareholders, are generally in the best position to decide on matters affecting the corporation's governance and legal actions.

The Revised Act Requires Dismissal of a Derivative Suit If