Assume Marcus is a director at Porno-Graphics, Inc., a validly formed corporation. At a regularly scheduled directors meeting another director presents a proposal suggesting that Porno purchase the Sunshine Press Company. Unbeknownst to the other directors, Marcus owns 80% of Sunshine Press under the alias of Mannie Fat. Marcus would make big bucks if Porno acquired Sunshine. The proposal was distributed to the directors to review before taking a vote at the next meeting.

(a) Marcus and the other directors (assume no conflict of interest) ask your advice to define the parameters needed for the transaction to be completely legal. Discuss fully.