Some experts, including UCLA corporate law professor Stephen Bainbridge, argue that if boards can provide evidence of an adequate decision-making process, courts would defer to their decisions, right or wrong. (Link)
And I'm right. See my article The Business Judgment Rule as Abstention Doctrine for an analysis of the relevant case law. As for the policy issues surrounding executive compensation cases, like the Disney suit, see my new essay Execut ive Compensation: Who Decides?
