Crypto-Chatter-Box board of directors has just approved a merger of the company with Mega-Chatter-Box.

• The board approved the merger without reviewing the merger agreement and without making any inquiry about whether the merger price was a fair price.
• The board of directors has sent out a proxy statement to the company's shareholders to have the approve the merger.
• The proxy statement includes the same false statements of material facts that the company had included in its Registration Statement and Prospectus used in its initial public offering.

QUESTION:

What are the legal liability risks faced by Crypto-Chatter-Box in connection with the facts set forth above.