NEWC only, I had TRTC on the brain when I was typing because of their really really bad management.
in regards to NEWC:
Nevertheless, we will assume that you are in a “normal” state and that your lawyer prepared “normal” documents. That allows us to generalize by saying you can be sued successfully under these two circumstances:
You make business decisions that are unusually bad and careless.
You take actions that unfairly benefit yourself to the disadvantage of your company.
Under the laws of “normal” states, if you try your best, pay attention, review relevant information beforehand, and have the best interests of the company at heart, it is fairly hard to make a business decision so poor that you can be sued successfully by investors.