28. Raider Corporation attempted to take over Target Corporation using a tender offer. The tender offer price was twice the market price for Target Corporations shares. Target Corporations management and Board of Directors opposed this takeover, as a result of which it failed. Shareholders of Target Corporation who had hoped to sell their shares at a large profit want to sue the management and Board of Target for thwarting the takeover. If the shareholders sue, what should Targets management and Board show to successfully defend against the lawsuit?