The board of directors of Vail Corporation has one of the most challenging job in supervising this multinational corporation. This is a $6 billion business operating in over 35 countries. The board’s management style was to delegate as much responsibility and authority as possible to the senior officers and just assume the senior officers would ensure the business would operate smoothly. The board meets only three times a year and did not require the officers to file any reports regarding the areas of their responsibilities. The Wall Street Journal has reported a massive fraud taking place within Vail Corporation, which will result in a $400 million loss to the corporation. Because of this shareholders have now brought a lawsuit against the board members, arguing that they are personally liable for these losses. Are the board members liable? What are the possible defenses the board members can raise?