Barnet Stepak was a shareholder in Southern Company, a corporation whose subsidiaries provide electricity to consumers in the southern United States. Stepak demanded that Southern’s board of directors bring suit to recover damages from two groups of current and former directors and officers for various illegal activities they committed in connection with their duties at the corporation. The board of directors investigated Stepak’s charges. However, it entrusted the investigation to the law firm of Troutman Sanders, which had previously represented the suspected officers and directors in criminal investigations carried out by the Justice Department, the IRS, and the SEC. 

After various presentations dominated by Troutman Sanders’s attorneys, the outside directors of the board voted unanimously to reject Stepak’s demand. When Stepak claimed that the board had wrongfully refused his demand, the board argued that its decision was protected by the business judgment rule. Was the board’s decision protected by the business judgment rule? Explain.