To adhere to the level of conduct in Section 2-405.1 of the Maryland General Corporate Law corporate directors had ability to protect the possibility, as set out in above conditions, that executives decided selling it to someone other than the highest bidder should have benefit of undertaking.
Corporate directors must still adhere to the standard of conduct set forth in Section 2-405.1 of the Maryland General Corporate Law. But directors could be protected if the decision to, say, sell the company to someone other than the highest bidder, could be shown to have social benefit.