The ABC Corporation made an offer of merger to the XYZ Corporation that valued each share of stock in XYZ at $55 per share. The CEO of XYZ called a meeting of the board of directors to discuss the proposal. The CEO discussed the reasons for approving the merger, but copies of the proposed agreement were delivered too late to be studied before or during the meeting. No consultants or investment advisers were called on to support the merger price of $55. After a one-hour meeting, the board approved the merger. Shareholders of XYZ sued the individual members of the board, claiming that the shares in XYZ were undervalued. Assuming that the shares were worth more than $55, are the board members individually liable to the shareholders of XYZ?