Finsware, Inc., a 4 year-old start-up company headquartered in San Diego, CA and specializing in GPS oceanic software development, has outstanding 400 shares of $100 par value common stock, which has been issued and sold at $105 per share for a total of $42,000. The State of Delaware, where Finsware is incorporated, has adopted the earned surplus test for all distributions. Finsware is aggressively courting a multi-million dollar venture capital investment from Capitol Capital Investors, LLP, to commercialize a number of patents that are among Finswares assets, which amount to $65,000. Finswares liabilities to creditors total $10,000. In July 2020, Finswares board learns that Angela Rodriguez, an original investor who holds 100 of the 400 shares of stock, is planning to sell her shares to Ironox Co., a competitor to Capitol Capital Investors for $10,500. Believing that this will not be in the best interest of the corporation, Finswares board offered to buy the shares for $10,500 and Angela sells in December 2020. In March 2021, when the assets of the corporation have decreased to $50,000 and its liabilities, not including its liability to Angela, have increased to $20,000, the directors use $10,000 to pay a dividend to all of the shareholders. The corporation later becomes insolvent.

(a) Does Angela have any liability to the corporation or its creditors in connection with the corporations reacquisition of the 100 shares?

(b) Was the payment of the $10,000 dividend proper