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    SmartBrief enables case brief popups that define Key Terms, Doctrines, Acts, Statutes, Amendments and Treatises used in this case.

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    Business Assoctiations Keyed to Gabalson, 3rd Ed.

    Alford v. Shaw

    Citation:

    320 N.C. 465, 358 S.E.2d 323 (1987)

    Facts

    In response to allegations of mismanagement by minority shareholders, the board of directors of All American Assurance Company (AAA) appointed a special investigative committee consisting of two newly elected board members: Marion G. Follin, a retired insurance executive, and Frank M. Parker, a former judge of the North Carolina Court of Appeals. Before the committee completed its investigation, the plaintiffs filed a derivative action alleging that the defendants had engaged in a pattern of fraud, self-dealing, and negligent acquiescence amounting to “looting” of corporate assets for their own benefit through a series of transactions involving affiliated corporations. Upon completing its investigation, the committee recommended dismissing most claims and settling others. The defendants then moved for summary judgment based on the committee’s report, which the trial court granted, holding that the business judgment rule controlled the disposition of the case.

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    Alford v. Shaw