stating in dicta that the "rule has provided the yardstick against which the duties and decisions of corporate officers and directors are measured"
How later courts described this case
- stating in dicta that the "rule has provided the yardstick against which the duties and decisions of corporate officers and directors are measured"
- proper pre-suit demand is a “procedural prerequisite to the filing of a derivative action in North Carolina”
- applying a “modified Zapata rule” where reviewing court must determine whether the transaction complained of was just and reasonable to the corporation
- relying on a statute concerning director conflicts as an "expression of legislative intent" regarding North Carolina business judgment rule
Written by the judges who cited it.
The opinion
Justice WEBB
dissenting.
I dissent. I do not disagree with the substantive matter in the majority opinion. This Court, however, has decided this case in a previous opinion which considered all matters discussed in the majority opinion filed today. I believe we are mistaken in changing an opinion so recently filed. I vote not to reconsider the case.