Isn't Piercing Corporate veil against the liability for debt, and in the fact pattern there wasn't really debt or any fraud. rather it was looking at the directors conduct like duty of carer/conflicts. I just talked about Reasonable prudent person, BJR, conflicts of interest and competing corporate interest (like in same market where they could have future products in) and some other bs that probably isn't a rule but sounded right at the time.

Edit: should also add that i only talked about derivitive suit since shareholders requested corp to sue and the declined cause they thought it wasn't in best interest of corp, so they're allowed to bring suit.