In fact, the case law goes firmly in the other direction.

Management has a ton of latitude to run the business as they see fit. The "remedy" for bad business decisions is supposed to be divesting and starting a competitor, not the courts.

Cases like Dodge v. Ford or Caremark are odd because the board was basically not running a business at all: Ford flat-out said he was doing something not for the business, but in support of his philanthropic beliefs. Caremark was so asleep at the helm that they racked up a quarter-billion dollars in silly fines.

Anyone can, of course, sue over anything, but if it's even vaguely legitimate (and the "facts" in Shlensky v. Wrigley are pretty bonkers, IMO), they won't win.

>Dodge v. Ford Motor Company, 204 Mich. 459, 170 N.W. 668 (Mich. 1919) is a case in which the Michigan Supreme Court held that Henry Ford had to operate the Ford Motor Company in the interests of its shareholders, rather than in a charitable manner for the benefit of his employees or customers. It is often taught as affirming the principle of "shareholder primacy" in corporate America, although that teaching has received some criticism. [Wikipedia]

Yup, but the facts of that particular case are tricky. Ford refused to issue a dividend to the Dodge brothers because

   "My ambition is to employ still more men, to spread the  
   benefits of this industrial system to the greatest possible
   number, to help them build up their lives and their homes."

This isn't a business decision; it's an ideological one.

It's been argued that if he said less ("No, just no"), or a bit more ("And this will let us recruit the best workers/expand our customer base/etc"), he would have been fine. This commentary lays that argument out nicely: https://openyls.law.yale.edu/handle/20.500.13051/603

That meme also contrasts with the rise of modern ESG, where a lot of shareholder pressure on management teams has been in the direction of making less money. There is a lot of really interesting stuff out there done in the name of ESG, EXFY being a particularly good example.