[cryptoglyph]

All great points. Directors have a very wide range of discretion, even now including absolution under many articles of incorporation for pursuit of corporate opportunities that may create a conflict of interest (as well as the long standing waiver by the corporation of the duty of care so often included in Delaware articles).

Short of a grossly malfeasant breach of loyalty or bad faith—or declaring dividends when the corporation meets the legal definition of insolvency—there usually aren't many claims for shareholders to bring.