If the board misbehaves and awards itself an unfairly large pay packet, then the shareholders can react by firing the board via a shareholder vote.
Why didn't that happen here?
I don't really see what role a court has in deciding if the board is 'fair' in its pay decisions, as long as all legal processes were followed and the board didn't do anything in secret.
Maybe because the shares are controlled by the majority shareholder and the other shareholders want some protection against that shareholder? This is why we have an SEC.
Not if he's colluding with the board to get a gigantic pay package for himself (a separate lawsuit is fighting his $56 billion pay package, calling it "the largest compensation grant in human history").
Why didn't that happen here?
I don't really see what role a court has in deciding if the board is 'fair' in its pay decisions, as long as all legal processes were followed and the board didn't do anything in secret.