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The law says that directors must act in the interests of the shareholders, but the law gives the directors a lot of flexibility in deciding how to exercise the power.  It's not hard to come up with an argument that it is in the interests of the shareholders to have a clean environment or an ethical world, and except in extreme cases, this would fall under "business judgment."

 





































This issue rarely comes up in any court case.  There's a bit of "bait and switch" there.  The reason that corporate law forces directors to act on behalf of shareholders is to prevent then from acting in the interests of management or the directors themselves.  So if the directors make a ton of money and then decide to give all that money to the senior management, this would be in principle as much a breach of fiduciary duties as any ethical situation, but courts are extremely reluctant to intervene.

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