In Gaillard v. Natomas Co. (1989) 208 Cal. App. 3d 1250, directors were not immune where they approved multimillion-dollar "golden parachutes" for executives. The evidence supported an inference that they approved excessive compensation, violated tax laws, and ignored evidence of self-dealing. The court's reference to "abdication" described directors who " ' "close their eyes to the conduct of the business of the corporation . . . ." ' " ( Id. at p. 1263.)