STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
MECKLENBURG COUNTY
FIRST UNION CORPORATION,
WACHOVIA CORPORATION,
and FIRST UNION NATIONAL BANK,
Plaintiffs
V.
SUNTRUST BANKS, INC.,
Defendant.
V.
FIRST UNION CORPORATION, ET AL.,
Counterclaim Defendants, > Ol-cvs-10075
LESLIE M. BAKER, JAMES S. BALLOUN, ,'
PETER C. BROWNING, JOHN T. CASTEEN, III, )
THOMAS K. HEARN, JR., GEORGE W. >
HENDERSON, III, W. HAY-NE HIPP, LLOYD )
U. NOLAND, III, JOHN C. WHITAKER, JR., )
and DONA DAVIS YOUNG, >
>
Additional Counterclaim Defendants. )
STATE OF NORTH CAROLINA IN THE GENERAL COURT OF JUSTICI
SUPERIOR COURT DIVISION
FORSYTH COUNTY
IN RE WACHOVIA SHAREHOLDERS Consolidated
LITIGATION Civil Action No. 0 1 -CVS-4486
STATE OF NORTH CAROLINA IN THE GENERAL COURT
SUPERIOR COURT DMSION
COUNTY OF GUILFORD
HARBOR FINANCE PARTNERS, >
derivatively on behalf of Wachovia Corporation, )
>
Plaintiff, >
>
V. >
SNIPPETS:
FIRST UNION CORPORATION, WACHOVIA CORPORATION,
Corporation and Wachovia Corporation, and SunTrust Banks, Inc.`s resulting unsolicited bid
SunTrust and the sharehol,der plaintiffs in the consolidated cases request that this Court
All parties request declaratory judgment with respect to validity of the Option Agreement.
for plaintiffs and counterclaim defendants First
maintaining the appropriate balance between shareholder power and board authority in corporate
The approach to these issues adopted by the Delaware courts since 1985 is now under rigorous
a short period of time in which to review this order and determine these complex and
The Court will then apply that review process to the facts in this case and determine if
Did the directors of Wachovia breach their fiduciary duty when they approved the
Two inconsistent conceptions have dominated our thinking about corporations since the
In the first conception, the corporation is seen as the private property of its
I call this the property conception of the corporation, because it sees the corporation as
Corporate law should help promote or enhance the creation of corporate value.
The clearest example of the variable pressure created by capital market structures is the
That freedom is achieved by protection from liability for good faith errors in judgment and
Professor Eisenberg has succinctly described the difference between standards of conduct and
In cases in which a director engages in a transaction with the corporation in which she has a
The fiduciary received the benefit of the business judgment rule with its divergent and less
h is also true that the North Carolina courts have frequently looked to Delaware for guidance
Unocal involved the reasonableness of a target company board's defensive measures.
46 Undeterred, Pantry Pride continued its pursuit of the company.47 Subsequently, the Revlon
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