Yes, under normal circumstances, the "business judgment rule" applies which is much more favorable to boards. Satisfying it requires only that directors: -

Yes, under normal circumstances, the "business judgment rule" applies which is much more favorable to boards. Satisfying it requires only that directors: - act in good faith; - act in the best interests of the corporation; - act on an informed basis; - not be wasteful; - not involve self-interest (duty of loyalty concept plays a role here). https://en.wikipedia.org/wiki/Business_judgment_rule#Standard_of_review https://en.wikipedia.org/wiki/Business_judgment_rule#Standar...