Need help with a and b

in 2 (18 points) Pierce was quite excited - Charlotte, the chair of the board of directors of a small. up-and-coming tech company called Medi-Express, had asked him if he would like to be nominated for election to the board of directors - the company was working on a new device that would simplify and expedite the distribution of vaccines, Pierce vaguely remembered something about directors' liabilities from his prior business law experience and recalled that directors are often provided with an indemnification agreement when they agree to sit on a board. An indemnification agreement would protect a director from personal liability as the director could recover from the company any losses or liabilities that the director suffers as a result of sitting on the board of the company. Pierce asked Charlotte whether the company had an indemnification agreement in place for directors. Charlotte said that there was an agreement in place and that the agreement contained the following clause: The company shall indemnify the directors for all losses suffered by a director while acting in his or her role as a director for the company. Pierce also remembered that there was something about indemnities in most corporate legislation that creates and governs corporations such as Medi-Express. As the company was incorporated under the Alberta Business Corporations Act (the "ABCA"). Pierce performed a quick online search and found the following provisions in the ABCA: Liability of directors and others: section 118. Directors of a corporation who vote for or consent to a resolution authorizing a payment of an indemnity contrary to section 124 of the ABCA are jointly and severally liable to restore to the corporation any amounts so paid and the value of any property so distributed, and not otherwise recovered by the corporation. Indemnification by corporation section 124. Except in respect of an action by or on behalf of the corporation to procure a judgment in its favour, a corporation may indemnify a director or officer of the corporation, if the director or officer acted honestly and in good faith with a view to the best interests of the corporation, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer had reasonable grounds for believing that the director's or officer's conduct was lawful. Pierce was satisfied with his review of indemnities, and having no other questions about the company or the board, he told Charlotte that he agreed to be nominated. In a very short period of time Charlotte gave Pierce the news - he had been elected to the board. It quickly became apparent to Pierce that the director position was not for him, he was bored and didn't understand the business. Pierce started missing board meetings and even at those which he attended, he did not participate in the discussion or even pay attention to the issues being discussed. At one particular meeting the board had a very heated debate about the strategic plan for the company and Pierce voted to pass a very controversial resolution (Pierce was completely disengaged - he sat playing with his new iPad Pro and just raised his hand when everyone else did). As a result of events that occurred due to passing the resolution, the company defaulted on its loans, was on the verge of bankruptcy and the company and each board member were sued by disenchanted investors, Answers questions a and b below. a. Discuss whether Campbell would be able to rely on the indemnification agreement to recover any losses that he may suffer should the disenchanted Investors prevail against the directors and he suffers a loss. What would the disenchanted Investors need to show to recover damages from Campbell or the other directors. Include any applicable legislation in your response, the the law to the facts and draw a conclusion. (10 Marks - point form is acceptable). b. In addition to asking about indemnification to limit his liability, discuss what Campbell could have done to have been duly diligent when making his decision as to whether or not to agree to be nominated to join the board (8 Marks - point form is acceptable)