In Zapata Corp.v.Maldonado,the case in the text,the court developed a rule that:

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When a majority of directors are not independent,the corporation has the burden of proving that the Zapata test has been met: good faith and reasonable investigation by the directors making the decision to dismiss the action and a determination by those directors that the best interests of the corporation are served by dismissal.If,however,a majority of the directors are independent,the shareholders bringing the derivative action have the burden of proving that there was bad faith or no reasonable investigation or that bringing the action is in the best interest of the corporation.