Please read about shareholder lawsuits. Shareholder lawsuits typically aim to show a breach of duty on the part of a corporate officer or board member, which is a completely different standard than the one you lay out. A violation of the law is unnecessary. It would be legal for Mark Zuckerberg to use his voting shares to sell Facebook to IBM for a dollar, but doing so would be a breach of his fiduciary duty to shareholders. There is also no notion of a "conviction", it is a civil suit.

In particular it is totally possible to argue that IBM directors / officers were in fact acting in the best interests of US national security, but not their shareholders, the same way that the board of Lockheed would be in breach of their fiduciary duty if they started giving away stealth fighters for free.