Imagine David decides to set up a corporation and comes up with a catchy name, "Dave's Hot Chicken Inc." This corporation is made up of 5 directors (David himself, Kim, Brittany, Tina and Brian) who are also officers. The shareholders are family members who together invested $20,000 in the business. One day, David learns that Brian has been promoting his own chicken business online and David informs the other board members. Also, the board unanimously (and randomly) voted to expand and get in the technology business by authorizing the company to purchase $200,000 of cellphones from China which is a business that none of the board members know anything about nor did they do any research before voting. The shareholders (family members) are upset the board voted to get into the tech business when it has nothing to do with the corporate mission, which is fried chickens. The shareholders will lose their investments for this careless decision.

A. As for Brian, has he done anything wrong? If so, discuss.

B. What can the shareholders do with respect to the board of director's decision to get into the construction business? Do the board of directors have any defense they can raise?