[colinmhayes]

The state of Delaware has consistently given boards wide discretion to act as they see fit in their fiduciary duty. Unless stock holders can prove the board acted in bad faith it will be very hard to win a case against them.

[RandomBK]

>consistently given boards wide discretion to act as they see fit in their fiduciary duty

That discretion is highly limited in the context of an acquisition, where there's a high risk of conflicts of interest between the Board and Shareholders. Delaware courts have consistently limited the Business Judgement Rule in takeover situations.