Yahoo's Microsoft Bid Rejection Raises Larger Corporate Governance Questions - Seeking Alpha

"The problem is that there is little recourse for shareholders when a company’s management behaves poorly. What if Chuck Prince had a clause in his contract that he would have to pay back Citigroup all his past and present compensation in the event of shareholder wealth destruction? Would he have managed the company in the same way? Most boards of directors have insurance whereby they are not personally liable to the shareholders."