The board of directors of Baltimore Gas and Electric Company (BGE) recommended a merger with Potomac Electric Power Company (PEPCO). After full disclosure, the BGE shareholders approved the merger. On the ground that each BGE director stood a chance of being named to the new company's board, Janice Wittman, a BGE shareholder, filed a suit in a Maryland state court against the directors, alleging, among other things, that they were prohibited from deciding whether to recommend the merger.
Did the directors breach their duty of care by voting in favor of the merger? Why or why not? How did the court rule?