The plaintiff argues that, nevertheless, the directors should have attempted to persuade the employees to remain in Industries’ employ. He relies upon the reasoning in Scottish v. Co-op., an example of which is this passage from the speech of Lord Denning, at p. 88: “It is said that these three directors were, at most, only guilty of inaction – of doing nothing to protect the company. But the affairs of a company can, in my opinion, be conducted oppressively by the directors doing nothing to defend its interests when they ought to do something – just as they can conduct its affairs oppressively by doing something injurious to its interests when they ought not to do it. The question was asked: What could these directors have done? They could, I suggest, at least on behalf of the company, have protested against the conduct of the society. They could have protested against the setting up of a competing business. But then it was said: What good would that have done? Any protest by them would be sure to have been unavailing, seeing that they were in a minority on the board of the society. The answer is that no one knows whether it would have done any good. They never did protest. And it does not lie in their mouths to say it would have done no good, when they never put it to the test.”
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