The directors and officers have a fiduciary duty to all shareholders, including non-employee shareholders. The level of difficulty in legally challenging a mer

The directors and officers have a fiduciary duty to all shareholders, including non-employee shareholders. The level of difficulty in legally challenging a merger on fiduciary duty grounds depends on other factors, most prominently whether there were non-interested directors approving the transactions. Basically, if the board was all made up of people who got special deals, it becomes much easier to sue.