[jcranmer]

That case doesn't mean what most people who bring it up want it to mean, particularly as has been interpreted by 100 years of intervening case law. In that case, Henry Ford had more or less admitted that he was attempting to screw over specific shareholders.

As it is applied in modern practice, a corporate officer merely has to articulate a rationale of why his/her actions benefit the shareholders. For example, deciding to double every worker's salary, on the basis that it would improve morale and productivity, could be seen as ultimately benefiting shareholders, even if it tanks profits and dividends in the short-term.

Pretty much the only way you could actually get the Dodge v Ford case invoked in precedent is to have someone on the stand admit that he/she was trying to screw over shareholders (which is basically what Henry Ford did, and why he lost the case), which should be impossible if that person has competent representation.