Directors have a fiduciary duty to shareholders to act with due care and in good faith. A fiduciary has a high standard of care that requires that informed decisions be made honesty and fairly.
While executives should consult legal counsel, executives should not expect that an assertion of legal advice favoring the proposed action will automatically prevent subsequent liability for fraud.
The extent of Republican dishonesty on deficits should have been plain long ago, as they have been running up the debt for thirty years. The 2011 budget debate is no different.