The complaint thus does not charge either director self-dealing or the more difficult loyalty-type
problems arising from cases of suspect director motivation, such as entrenchment or sale of control
contexts.14 The theory here advanced is possibly the most difficult theory in corporation law upon
which a plaintiff might hope to win a judgment. The good policy reasons why it is so difficult to
charge directors with responsibility for corporate losses for an alleged breach of care, where there is
no conflict of interest or no facts suggesting suspect motivation involved, were recently described in