CARNES, Circuit Judge:
I. INTRODUCTION
Appellants Barnett Stepak and Roger Mondschein are shareholders of the Southern Company ("Southern"), a major public utility holding company whose subsidiaries provide electricity to consumers in Alabama, Florida, Georgia, and Mississippi. Stepak demanded that the company bring suit to recoup losses allegedly caused by a breach of fiduciary duty by certain directors and officers of Southern and its subsidiaries. After...
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