Goldstein v. Wells

ANDREWS, Presiding Judge.

The single issue on this appeal is whether the trial court erred when it dismissed a shareholder derivative action arising from the Wells Real Estate Investment Trust’s decision to internalize certain management and advisory functions of its real estate business, a decision later approved by over 90 percent of the Trust’s shareholders. Plaintiffs argue that the trial court should not have dismissed the derivative action because (1) three of the five committee members who reviewed and rejected the plaintiffs’ pre-suit demand had also served on the four-member committee…