Star Corporation has a board of directors composed of four inside directors and three outside directors. On several occasions, Baylor Corporation made offers to buy Star Corporation. The inside directors rejected the bids without investigation or negotiation after learning that Baylor intended to replace all of the officers and directors after it bought the business. In rejecting the bids, the board explained that it determined that the offer was not in the best interests of the corporation or its shareholders. All four of the inside directors voted against consideration of the offers. One of the outside directors voted against consideration as well. The other two outside directorsSmith and Joneshad argued during the board of directors meeting that they believed the corporation would benefit if one or more of the offers were approved. However, when the board actually voted on the matter, rather than dissent, Smith and Jones abstained (refused to vote) because they believed a formal dissent would undermine harmony among the board members. If the shareholders sue the board, which of the following statements are correct?

A. The directors are all protected by the business judgment rule because the majority of the board voted against the offers.

B. If the shareholders win the lawsuit, the monetary damages will belong to the corporation rather than to the shareholders who sued.

C. If the shareholders are successful in a lawsuit against the board, Smith and Jones will not be personally liable because they did not vote in favor of rejecting the offers.

D. Two of the above are true.