the Discretion of Directors

A business corporation is organized and carried on primarily for the profits of the stockholders. The powers of the directors are to be employed for that end. The discretion of directors is to be exercised in the choice of means to attain that end and does not extend to a change in the end itself, to the reduction of profits or to the nondistribution of profits among stockholders in order to devote them to other purposes.

court of equity will not interfere with the management of the directors, unless it is clearly made to appear that they are guilty of fraud or misappropriation of the corporate funds. Because the judges are not business experts.