In this case, ZF sued TAT claiming that the director TAT appointed to ZF’s predecessor, ZF Micro Devices, intentionally destroyed that corporation by disparaging its management and working behind the scenes to undermine its efforts to obtain funding.  This decision holds that ZF’s claim is legal and must (at ZF’s demand) be tried to a jury.  A director’s duty to a corporation were recognized at common law long before Corp. Code 309 codified them.  The only remedy ZF sought was damages, which could be awarded in a claim at law, so there was no need for equity to intervene.  And unlike directors’ breaches of duties owed shareholders, there is no delicate weighing requiring equitable discretion.