[alastairpat]

I'm not sure about US law, but in Australia the directors could be personally in breach of their statutory duties by (even symbolically) approving such a transaction without checking it out.

This was a huge transaction by anyone's standard – it could definitely be argued that the directors weren't acting with the required standard of care by approving it so quickly and readily, which puts them in a really awkward place; damned if they do, removed from the board if they don't.

Again, this is in the context of Australian corporate law, but I imagine it's not incredibly dissimilar in the US.