Max created a new app that allows business owners to rent office space by the hour. The app becomes a success as companies like the idea of being able to rent space only when they need it and not having to sign up for a long term lease. Max's app grows in popularity and success. He incorporated a company, gets 10 directors to sit on the board and makes himself C.E.O. He makes it the company vision to be able to rent office space on every city on the planet by 2025. Max buys a corporate private jet to allow him to travel to any city at any time. He also buyer 12 luxury homes across the globe that he uses instead of staying in hotels. All the homes cost 46 million dollars. Max also buys a helicopter that he regularly uses for private transportation. While Max is making these purchases the company profit continue to grow as the company app is becoming used more and more across the globe. An investment bank in China starts discussing the possibility of doing an initial public offering. Max is convinced that his methods are working. Some analyst in the company start to raise the concern that the company cannot continue to grow at this rate. That eventually things will start to turn downwards and if that happens the company will not be able to meet its current expenses. When the board of directors hear this they start to become concerned. 5 of the board of directors start to try and implement cost cutting measures in the company. Particularly they want to scale back on the expensive lifestyle that Max is living on the company dollar. Arguing that if things do slow down the company will go bankrupt. 5 of the board of directors push back on the cost cutting method stating that any cuts in cost would stifle the brilliant work that Max is doing and will result in the company not functioning the way it would, which has been successful. The 5 directors trying to save money sue the 5 directors that will not cut cost stating that they are breaching their fiduciary duties by believing that business will always be good. The plaintiffs will represent the 5 cost cutting directors. The defendants will represent the 5 directors against cost cutting measures..

Being on the defense side -

What are the legal practices that would apply in this case ?

What are the points defendants can apply ?

How can the defendants win this argument ?