The record contains specific instances of the trustees’ failure to observe the high standard of duty placed upon them.
Instead the question of a trustees' meeting was treated quite casually-something to be attended to when the hectic pace of fighting the tender offer would permit.
He could hardly have been expected to tell the trustees that the better course would be to resign or even to suggest investigations which might alter the judgment of total commitment to defeating the LTV offer that management had already expressed.
But this was, and should have been perceived to be, an unusual situation peculiarly requiring legal advice from someone above the battle....[5] We need not decide whether even this would have sufficed; perhaps, after the events of late September, resignation was the only proper course.
It is enough that, for the reasons we have indicated, as well as others, the district judge was warranted in concluding, on the materials before him, that the trustees had not measured up to the high standards imposed by § 404(a)(1)(A) and (B) of ERISA.