I am not Brian, so sorry for stepping in here, but just consider the primary responsibility of the BoD:

"Protect shareholder assets and ensure a decent return on investment"

Also, in my BoD dealings at two companies, the Audit Comittee played a large role in reviewing/approving acquisitions.

So, IMO the BoD is just as responsible for this debacle as management, however, it is ALWAYS the CEO who takes the fall

The BoD hired Goerner and Bibeau, a decision which Brian "liked" at the time. They were hired to fulfill your second requirement to obtain a "decent return on investment" and their respective "extensive managerial and operational business experience" suggested that the BoD had acted to "protect shareholder assets" with the hirings.

As CEO, full responsibility for operational decisions lay with Goerner, not the BoD. When he presented the acquisition proposals, the BoD would have based their decisions on the information provided by him. It was the duty of both Goerner and Bibeau to ensure full DD was conducted before presenting the proposals, not the non-executive BoD.

Before it is suggested that the Audit Committee should also have completed independent DD on the acqisition targets, I humbly suggest that this is not how it is done as not only would it replicate that which should have been completed by Executive Officers, minimally doubling the costs, it also undermines the authority given to those who already had "extensive managerial and operational business experience" .

Having subsequently discovered irregularities with the acquistions, those directly involved with the initial DD not only have to be held accountable, they must also bear the full consequences.

As I keep trying to point out, the BoD acted on information available at the time and unlike many here are not able to base their decisions on 20/20 hindsight.

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Be well