For my business organization law class, please answer both parts A and B

#4. Chapter 40 Corporate Directors, Officers & Shareholders

A. Two years ago, the Board of Directors of Cookies Galore, Inc. met on several occasions to review data it had directed the company's CFO and an outside accounting firm to provide. This data showed the profit margins on an original beloved product, Chocolate Chipsters, had plummeted since the company's young marketing executive created a trendy new product, Caramel Wisps. The online and social media advertising campaign for the new product was successful, driving its popularity among young consumers. Unfortunately, the cost to produce and package Chocolate Chipsters was expensive, and sales were declining. At the last of their four meetings on this issue, the Board of Directors voted to cease the production of the failing product line and completely discontinue it. The board of directors believed this would make resources available which could be allocated to areas of the business that were profitable. None of the board members held stock in Cookies Galore, Inc. although all of the expenses associated with being on the board were paid by the company. Several shareholders who had invested in the company in its early days because of their love for Chocolate Chipsters sued the Board. You represent the Board. Explain the defense you will argue at trial and why it should be successful.

B. In Guth v. Loft, Inc. (1939) the Delaware court determined Charles Guth was liable to Loft, Inc. Charles Guth was the president of Loft, Inc. and also owned Grace Co. with his family. His actions in both of those capacities resulted in financial losses to Loft, Inc. and the lawsuit filed by Loft, Inc. What was the legal issue in the case? Explain the court's legal reasoning.