P is the founder of D. P induced certain persons to invest in the company by buying its stock. In 1993 he was removed as Chairman of the board, and his employment with the company terminated. P owns approximately 13% of the company's common stock. P alleges that business has deteriorated very badly since his ouster. P alleges mismanagement. P does not allege any financial conflicts of interests. D moved to dismiss the complaint for failure to show that the preconditions established by Rule 23.1 for litigation of a derivative suit.

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