dissenting.
I agree with the court's conclusion that the plaintiffs were not exeused from the requirement that they make a demand on the corporation before filing suit, and that their failure to make a demand precludes their recovery of attorney's fees. But because a review of the record shows that the superior court dismissed the complaint precisely because the plaintiffs failed to carry their burden of showing that their failure to make a demand was excused, I dissent from Parts III.C. and IILD of today's ruling.
In vacating the superior court's award of attorney's fees to the defendant directors, *752today's opinion assumes that the superior court dismissed the complaint for mootness: "[In June the superior court dismissed the complaint with prejudice, apparently because the complaint was mooted by the corporation's reinstatement and the annual meeting." 1 It concludes that a dismissal for mootness did not establish that the defendant directors were the prevailing parties The court's assumption that the complaint was dismissed for mootness is incorrect.
A review of the record shows that, at the time the case was dismissed, the superior court did not specify a reason for its action. Under our well-established case law, when a trial court does not specify a reason for its decision, we may review the record and affirm if any basis for the court's action is supported by the record.2 Moreover, by the time of its final ruling,3 the superior court unmistakably based its decision on the plaintiffs' unexcused failure to make a demand on the corporation.
Although unspoken, the court's opinion today suggests that, onee a superior court announces a rationale for its decision, it may not change it. But this is not the law. We have consistently upheld the proposition that one superior court judge who inherits a case from another superior court judge is free to reexamine and reverse an earlier decision in that case if convinced that it is erroneous: "[Ilt [is] entirely reasonable for a judge whose responsibility it is to try a case to reconsider and reverse an earlier ruling if convinced that that ruling was erroneous." 4
If one judge may reconsider and reverse a predecessor judge's ruling in a case, then a fortiori a single judge may reconsider and modify the basis for his or her own earlier ruling in a case. That is what happened in this case, as a review of the record shows.
The record establishes: (1) that the defendants proposed three reasons to dismiss the case; (2) that the superior court dismissed the case without specifying the reason for the dismissal; (8) that at the same time the court declined to award attorney's fees to either side but set the matter on for a hearing; (4) that at the beginning of the hearing the court suggested one basis for the dismissal, mootness; but (5) during the hearing the court suggested a different basis for the dismissal; and (6) that by the time of its written order shortly thereafter the superior court unambiguously held that it dismissed the case because demand was not excused. I examine each of these events in turn.
Defendant directors offered three reasons for dismissing the case. The first, and most extensively argued, was that the plaintiffs had not shown that their failure to make a demand on the corporation was excused. Accordingly, we can uphold the dismissal on this ground. Indeed, the court today rests its affirmance of the superior court's denial of attorney's fees to plaintiffs on this very ground.5
It is true that, at the time the superior court granted the motion for dismissal, it did not state a reason for its decision; it even modified the defendant's proposed order by *753striking language awarding fees to the defendants. Rather, in what can only be de-seribed as a cautious approach to a difficult issue, the court "retainfed] jurisdiction to determine prevailing party status and to award costs and fees as may be appropriate."
At the commencement of the hearing to address the question of attorney's fees, it is also true that the superior court suggested that mootness might be the grounds for its action.6 But during the course of the hearing the superior court, through its probing of counsel for both sides, made quite clear that it considered the plaintiffs' failure to make a demand, and the lack of excuse for that failure, to be critical to its earlier decision to dismiss. For example, the court stated, "Rule 28.1 says [the plaintiffs] bear the burden of proving that the demand was excused." Later, the court noted that "[the demand is the part of this case that's giving me the biggest problem right now. What have you done to bear the burden of proving that the demand was excused in this case?" Finally, the court observed, if the plaintiffs were alleging inaction "on the part of the directors, isn't it just commonsensical that you would first ask them to take the action you want?"
All of these statements call into question this court's conclusion that the superior court dismissed the case on mootness grounds. And, by the end of the hearing and the filing six days later of the superior court's written decision, it is quite clear that the court had dismissed the case on the basis of the plaintiffs failure to show that their lack of demand was excused:
Under Alaska R. Civ. P. 28.1(d), a shareholder who files suit without having made the formal demand contemplated by Rule 23.1(c) bears the burden of proving that demand was excused.... Demand was not exeused and defendants were thus entitled to dismissal pursuant to Alaska R. Civ. P. 28.1(d). Consequently, they must be recognized as the "prevailing party" entitled to recover attorney's fees.
Thus, while the superior court's original order of dismissal did not specify the grounds for dismissal, the court plainly stated in its final order after the hearing to determine the prevailing party that the plaintiffs failure to make a demand "was not exeused and defendants were thus entitled to dismissal pursuant to Alaska R. Civ. P. 28.1(d)."
In sium, the whole record establishes that the superior court dismissed the case due to the plaintiffs failure to make a formal demand. Because the superior court's ruling on the merits was that the plaintiffs failed to show that the demand requirement was excused, the director defendants were successful on the merits and were the prevailing party. Also, because the director defendants were successful on the merits, they are entitled to mandatory indemnification. I would, therefore, affirm the judgment of the superi- or court in its entirety. At the very least, given our demonstrated uncertainty concerning the basis for the superior court's decision, we ought, in fairness to the superior court, to remand the case and allow the superior court to make clear the basis upon which it dismissed the case.
. Op. at 742 (emphasis added). In a footnote, the court quotes the superior court's direction to counsel at the outset of oral argument on the attorney's fees motions to "assume mootness is the basis for the dismissal." Op. at -- n. 12. As shown below, however, by the end of the hearing and in the order that followed, the superior court made clear that the dismissal was based on the plaintiffs' failure to show that their lack of demand was excused. See infra at 752-753.
. See, eg., Municipality of Anchorage v. Higgins, 754 P.2d 745, 748 (Alaska 1988) (appellate court may uphold lower court's ruling on any ground that is apparent from the record and that supports the decision as a matter of law).
. The court's opinion creates a straw man when it observes that the superior court's comments at the October hearing "are inconsistent with concluding that the court had already resolved the issue when it dismissed the complaint." (Opinion at ---, n. 12) This dissent does not contend that the superior court had already resolved the issue when it dismissed the complaint. It does contend that a trial court has the right to change its mind and to revisit a decision before it is final. See infra text at note 4 and note 4.
. Stepanov v. Gavrilovich, 594 P.2d 30, 36 (Alaska 1979). See also West v. Buchanan, 981 P.2d 1065, 1067 (Alaska 1999) (second trial judge within her discretion to reconsider predecessor trial judge's ruling).
. Op. at 746-747.
. This suggestion, set out in the court's opinion at -- n. 12, did not amount to a finding or ruling by the superior court. At most, it showed that the court was considering mootness as the rationale for its decision to dismiss the case. But even if it had formally ruled on that basis, there is no reason why the court could not change its ruling. See supra text at note 4.