Cameron Garrison served as CEO of Garrison Enterprises, Inc. (GEI), which sold software for health and restaurant inspections for 10 years. During that time, Garrison stopped remitting payroll taxes to federal and state governments, failed to make required 401K contributions, and deceived the board by misrepresenting the terms of a licensing contract. He was then fired. A shareholder brought a derivative suit against the company’s directors and officers for, among other claims, breach of fiduciary duty. What result and why?