OPINION
TOUSSAINT, Chief Judge.
Appellants Professional Management Associates, Inc., Employees Profit Sharing Plan, and Greenbaum & Associates, Inc., Profit Sharing Plan and Trust, filed a shareholder derivative action against the board of directors of Green Tree Financial Corporation (Green Tree) for alleged corporate waste involving a compensation agreement with Green Tree's chief executive office and chairman of the board, respondent Lawrence M. Coss...
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