Fiduciary Duty

Corporation A has been trading at $4.00 per share. 8 directors sold their shares for $7 per share, conditioned on the resignation of 11 of the 15 directors of the directors of the corporation and the provision that five nominees of the buyer be elected as a majority of the executive committee. Did the directors violate their fiduciary duty? Would the answer be different if the directors had controlled a majority of the voting stock?