I'm not sure how it's less nefarious from a discovery viewpoint as I said below. It's just a cheat, a hack, albeit a commonly accepted one. It would hold no water in an effective and optimally-run business - so it goes that since you are not legally obligated to operate as effective and optimal as against outsiders, only shareholders (and even then only competently), your ineffectiveness and in-optimalness but purposeful conduct is shielded from liability.

In other words, the best run business for your shareholders is somehow demonstrated by being a pain in the ass for the public than it is as actually being a better run company by objective internal standards.

Don't get me wrong, great strategy that works and anyone who runs a business should continue to follow it lest they want to be ousted for cause, but sad reality that it's the state of things.