GRINDSTAFF v. GREEN

No. 96-5628.

133 F.3d 416 (1998)

Karl GRINDSTAFF, Individually and as a Member, North American Rayon Corporation/North American Corporation ESOP Administrative Committee; Bill McKinney, Ray Davis, Roy Miller, Gary Williams, and Shirlene White, on their own behalf and on behalf of others similarly situated as Employee Owners of North American Corporation/North American Rayon Corporation, and as Participants and Beneficiaries of North American Rayon Corporation/North American Corporation ESOP; and United Textile Workers of American, AFL-CIO, CLC and its subordinate Local Union Nos. 2207 and 2614, Plaintiffs-Appellants, v. Charles GREEN, President and Director, North American Corporation and Member, North American Rayon Corporation/North American Corporation ESOP Administrative Committee; Tony Butts, Vice President and Director, North American Corporation and Member, North American Rayon Corporation/North American Corporation ESOP Administrative Committee; William E. Andersen, Director, North American Corporation; David Henry, Director, North American Corporation; North American Corporation, a Tennessee Corporation; North American Rayon Corporation, a Tennessee Corporation, Defendants-Appellees, First American National Bank, in its capacity as Trustee of the North American Corporation Employee Stock Ownership Plan, Defendant.

United States Court of Appeals, Sixth Circuit.

Decided January 8, 1998.


Attorney(s) appearing for the Case

David M. Cook (briefed), Manley, Burke, Lipton & Cook, Cincinnati, OH, Donald F. Mason, Jr. (briefed), D. Bruce Shine (argued and briefed), Shine & Mason, Kingsport, TN, for Plaintiffs-Appellants.

David Randolph Smith (argued and briefed), David Randolph Smith & Associates, Nashville, TN, for Charles Green, Tony Butts, William E. Andersen and David Henry.

Judge B. Wilson, II (briefed), Penny R. Warren (argued), Gayle B. McGrath (briefed), Wyatt, Tarrant & Combs, Lexington, KY, for North American Rayon Corporation.

James L. Craig, Jr. (briefed), U.S. Department of Labor, Washington, DC, for Amicus Curiae.

Before: KRUPANSKY and SUHRHEINRICH, Circuit Judges, ROSEN, District Judge.


ROSEN, J., delivered the opinion of the court, in which SUHRHEINRICH, J., joined. KRUPANSKY, J. (pp. 426-33), delivered a separate dissenting opinion.

ROSEN, District Judge.

This is an ERISA "breach of fiduciary" action brought by employees of North American Rayon Corporation ("NAR") and their Union, the United Textile Workers of America, against members of the Board of Directors of North American Corporation ("NAC"), the parent company of NAR; members of...

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