Under the «business judgment rule,» courts (in Canada, the US, the UK, and elsewhere) are generally reluctant to tell a corporation's board of directors that they've failed in their duty of care vis - a-vis shareholders, because the court lacks the competency to do so. (canadianbusiness.com)
«Shareholders can vote, but boards can just ignore them under the «business judgment rule» backed by state laws and courts. (cnbc.com)
[In it, Strine] decided a novel question of law, ruling that, «when a controlling stockholder merger has, from the time of the controller's first overture, been subject to (i) negotiation and approval by a special committee of independent directors fully empowered to say no, and (ii) approval by an uncoerced, fully informed vote of a majority of the minority investors, the business judgment rule standard of review applies.» (professorbainbridge.com)