No, it couldnt. Let me explain. The business Judgment rule allows managment to make good faith business decisions, and the courts will not accept challenges to those decisions if made in good faith. So, in our scenario managment is allowed to say "at the time the proxy was written we did not have definitive plans to uplist, however, 3 months later, do to X (does not matter what X is, trust me) we decided it is in the best interest of the company to uplist" A court would never accept a challenge to that judgment. Nor should they. Managment needs the freedom to react to business scenarios, and the courts will not go back and second guess.
Fraud, theft and gross negligence. That is what the court concerns itself with. (and gross negligence is very hard to win if you are a shareholder).
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