BROWN v. DICK

No. S-10976.

107 P.3d 260 (2005)

Gregory O. BROWN and Karl H. Greenewald, Jr., individually and derivatively on behalf of Huna Totem Corporation, Appellants, v. Albert W. DICK, Bertha M. Franulovich, Sam M. Hanlon, Jr., Ernest W. Hillman, Jr., Ernest Jack, William O. "Ozzie" Sheakley, and Peter D. Hocson, individually and in their capacity as shareholders, officers and directors of Huna Totem Corporation, Appellees.

Supreme Court of Alaska.

Rehearing Granted in part March 15, 2005.


Attorney(s) appearing for the Case

Fred W. Triem, Petersburg, for Appellants.

Barbra Zan Nault, Bankston, Gronning, O'Hara, Sedor, Mills, Givens & Heaphey, P.C., Anchorage, Bruce E. Gagnon, Atkinson, Conway & Gagnon, Anchorage, and Daniel G. Bruce, Baxter, Bruce & Sullivan, P.C., Juneau, for Appellees.

Before: BRYNER, Chief Justice, EASTAUGH, FABE, and CARPENETI, Justices.


OPINION

BRYNER, Chief Justice.

I. INTRODUCTION

The Huna Totem Corporation proposed a land exchange that became controversial and sparked a struggle for control of Huna's board of directors; the struggle ended in an unsuccessful superior court action against individual members of Huna's board. The pivotal issue on appeal is whether the superior court should have awarded nominal damages against the directors for violating two proxy disclosure...

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