# Roberts v. Alabama Power Co.

> Supreme Court of Alabama · September 25, 1981 · 404 So. 2d 629

URL: https://www.frixlaw.com/law-library/cases/9937096

## Case

- **Full name:** James Otis Roberts, on Behalf of Himself and All Other Stockholders of Alabama Power Company v. Alabama Power Company
- **Court:** Supreme Court of Alabama
- **Decided:** September 25, 1981
- **Citations:** 404 So. 2d 629
- **Precedential status:** Published
- **Opinion:** Concurrence by Faulkner
- **Judges:** Almon, Faulkner
- **Cited by:** 23 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/9937096

## How later opinions describe it (automated extraction)

- holding that upon finding that a special committee 20 CL-2024-0883 of disinterested directors had determined in good faith and after investigation that it was not in the company's best interests to allow shareholder derivative action to proceed, business-judgment rule would no…
- holding that, under the business judgment rule, courts must respect a corporation’s decision made “in good faith and after a thorough investigation” to reject a shareholder-plaintiffs derivative claims
- finding that a “Special Committee consist[ing] of two lawyers with unquestioned reputations for integrity . . . neither of whom were dependent on the Company for their livelihood” was independent
- rejecting Zapata 30 and stating that, “after a thorough and good faith determination [by the SLC] that [the] suit would not be in the best interest of the corporation^ allowing] a suit ... would be to substitute the judgment of the court ... for that of the [SLC,] when it is o…
- holding that the determination of adequacy of representation rests largely in the discretion of the trial court and will not be overturned except for an abuse of that discretion

## Opinion text

I concur to affirm the trial court's judgment, but it appears to me that a lot of time and effort of the trial court, this Court, and the lawyers has been misdirected. The reason: Roberts, being a holder of preferred stock, apparently had no standing to bring this suit. A preferred stockholder, generally, has no voting rights in the management of a corporation. If Roberts, as a holder of preferred stock of the Power Company, did have any management rights of the Company, that fact should have been shown by the evidence. It was not

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/9937096. Public record. Not legal advice.