Exercise 7.1 Innoclub, Inc., a Delaware corporation, is a leading nanotech company. The company was founded three years ago by Kuchar and has grown quickly. Kuchar is CEO and president of Innoclub. Innoclub's board of directors consists of the following individuals: 1. Kuchar 2. Alonso (Innoclub's chief financial officer) 3. Baker (Kuchar's brother-in-law) 4. Cruz (Kuchar's cousin) 5. Donos (Kuchar's high school football coach) 6. Els (Kuchar's hairdresser) 7. Fowler (Kuchar's chauffeur) Kuchar is short on cash so he decides to sell his collection of Salvador Dali paintings. Kuchar acquired the paintings over the last five years for a total of $1.5 million. The collection was appraised two years ago at $2 million. Kuchar decides that Innoclub should buy the collection to jazz up its corporate headquarters. Innoclub buys the collection from Kuchar for $3 million. The transaction was handled on behalf of Innoclub by Alonso. Prior to closing, the transaction was unanimously approved by a board committee consisting of Baker, Cruz, Donos, Els, and Fowler. Thereafter, the full board unanimously approved the transaction. Innoclub's Certificate of Incorporation and Bylaws simply track the default provisions of the DGCL except that Innoclub's Certificate of Incorporation contains the following provision: To the fullest extent permitted by the General Corporation Law of Delaware, as the same may be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law of Delaware is hereafter amended to authorize, with the approval of a corporation's stockholders, further reductions in the liability of the Corporation's directors for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by the General Corporation Law of Delaware, as so amended. Watson, a disgruntled Innoclub shareholder, finds out about the above transaction and hires you to bring a breach of fiduciary duty claim against Kuchar. Analyze the case. Include in your analysis any additional information you may require and explain why you need it.