Clark, Lois and Jimmy serve on the Board of Directors of Kent Labs, Inc., which manufactures hundreds of different kinds of diagnostic kits and devices for testing blood, detecting heart attacks and identifying cancerous tumors. Over a $7-$year period, the FDA inspected the facility a number of times, warning Kent Labs of a number of violations that might result in regulatory action if they remained uncorrected. After the company failed to respond to the FDA's warnings, the FDA threatened to halt sales of the affected product and eventually fined the company. When the Wall Street Journal published a story on the FDA's investigation and fine, the stock price of Kent Labs, Inc. fell by more than $30\%.$ Shareholders are threatening to sue the Board for failing to respond to $7$ years of FDA warnings, resulting in a significant loss of corporate value. Their lawsuit is alleging a breach of the fiduciary duty of