[j_baker]

I suppose that's true in principle. But in practice, the CEO has to be pretty flagrantly acting against the shareholders' interests (embezzling, "cooking the books", etc) to be held legally liable. The case law here is predicated on the belief that "judges are not business experts", and I agree with that sentiment. Courts shouldn't be telling company management what is and isn't in their shareholders' best interests. It's up to corporate management to make that determination, and that's the way it should work.