Cedric Monroe is on the Board of Directors of Ikonia Inc., a company that specializes in developing customized marketing strategies. Cedric recruited two Ikonia executives to join him in starting a social media marketing business. The three of them continued to work for Ikonia while they were planning their venture and used their positions to gather information on customer needs, purchase equipment with Ikonia's corporate discount, and recruit potential customers. During this time, they did not reveal to Ikonia their intention to open a competing business. A year later, they officially registered their business, and soon after Ikonia's leadership discovered its existence. Cedric and his two partners immediately resigned but Ikonia sued them for damages.

a. Are the director and the two executive officers liable?

b. Did they act ethically?

c. Who do you think will win and why?