> What were they supposed to do?
The normal thing to do is to resign from the board. Maybe put out a statement explaining why.
Then they could be sued by a minority shareholder for knowing they should take action, but then failing to, and resigning instead. Failing to take an action is still breach of fiduciary duty.
Then they could be sued by a minority shareholder for knowing they should take action, but then failing to, and resigning instead. Failing to take an action is still breach of fiduciary duty.