An agenda item for the upcoming board of directors meeting of Sprawl- Mart, Inc, is a proposal to pay all rank- and- file store employees 20 percent over prevailing market wages. This move is expected to cost Sprawl- Mart billions of dollars annually and thus have a negative impact on the company's stock price, at least in the short term. The primary motivation for the pay proposal is to decrease the number of working poor in the UNITED STATES. Assume that Sprawl-Mart is a public company incorporated in Delaware and has a standard exculpation provision in its charter. 1. A Sprawl-Mart director has contacted you for advice in advance of the meeting. The director is learning toward voting in favor of the proposal but wants to know whether doing so would expose her or the board to legal liability under state corporate law. What do you think? 2. You were a long time employee of Sprawl-Mart. As a result, 50 percent of your retirement savings is comprised of sprawl-Mart stock. Do you think that Sprawl-Mart should adopt the pay proposal