structural:scholar_edition, structural:reformatting
Criticisms

The counterargument is that shareholders are free to sell their stocks in the open market. Of course, some bad business decisions by the board may well affect the shareholders' ability to do so.Note, however, that this case was decided under Delaware's rather extreme codification of the Business Judgment Rule, §102(b)(7), which allows the Corporation to shield its board members from liability for almost anything short of outright bad faith.