Haro

We address in this opinion two issues. The first is the sufficiency of the allegations in a complaint to survive demurrer. Second, we address whether equitable considerations might warrant an exception to the requirement that a shareholder maintain continuous ownership of stock in order to maintain standing to bring a shareholder derivative action. We will hold that the allegations here were sufficient to survive the demurrers and that equitable considerations bear upon shareholder standing.

Plaintiffs and appellants, Carlos Haro, Carlos Meza, Marcos Lemor, Antonio Alarcon, Miguel Rodriguez, and Jose Delgado (collectively Appellants) are physicians who are former shareholders of defendant and respondent, Associated Hispanic Physicians of Southern California, Inc. (AHP), a medical corporation. Defendants and respondents Fernando Ibarra, Alfonso Barragan, Manuel Figueroa, Maria Christina Hernandez, and Omar Perez (collectively Individual Respondents) are physicians who are officers, directors, and other shareholders in AHP. Defendant and respondent Alpha Medical Management, LLC (Alpha), is a medical management company that provides management services to AHP. Ibarra and…