Shaev v. Alvord

van Gestel, J.

This matter is before the Court on the motion of the defendants to dismiss the plaintiffs amended verified complaint against them. The plaintiff, David Shaev, Profit Sharing Account f/b/o David B. Shaev (“Shaev”)2 proceeds derivatively on behalf of the defendant FleetBoston Financial Corporation (“FleetBoston”).

*181BACKGROUND

What is at issue is the propriety of action by FleetBoston’s Board of Directors (the “Board”) in ratifying a plan for increased retirement benefits to Terrence Murray (“Murray”), the company’s then long-serving Chief Executive Officer. In recognition for what…