As a consequence, Florida law excused a shareholder from demanding that corporate management pursue such claims on behalf of the corporation. However in 1989 Florida passed the Florida Business Corporation Act. Section 67 of the act required a plaintiff to allege that he had demanded that the corporation’s board take action regarding the allegations made in the complaint and that the board either ignored the demand or affirmatively refused to take action. The absence of any language excusing the demand on the grounds of futility led some legal commentators to conclude that there was no “futility” exception to the demand requirement. The opinion of those commentators gained weight in 2013 when Florida’s Revised Limited Liability Act was passed. In that act the Florida Legislature expressly included a futility exception and so, the argument went, intended for the exception to apply in derivative claims involving limited liability companies but not in claims involving corporations.
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