Corporate officers had no obligation to counsel the board on the wisdom of not disbursing the tax refunds to the soon-to-fail banks, given the stated board policy of support for the banks.
http://media.ca7.uscourts.gov/cgi-bin/rssExec.pl?Submit=Display&Path=Y2018/D08-17/C:17-1775:J:Sykes:aut:T:fnOp:N:2203966:S:0
Since 2011. An occasional commonplacing of the U.S. Circuit Courts of Appeal.
Neither an authoritative statement of the law nor legal advice. Quick work.