Remember to follow the formula: Issue ( a question); Law ( be specific); Reasoning (why does law apply to the facts); Decisio

Capitalboard Inc. has a board of directors consisting of 3 members. (Ellsworth, Green and Morino). At a meeting, the board by a 2-1 vote elects Tyson as president of the company with Ellsworth dissenting. The minutes of the meeting do not reflect Ellsworth's dissenting vote. It is later discovered that Tyson is a former convict and has embezzeled $500,000. A lawsuit seeks to hold the 3 directors liable for breach of duty of care. Ellsworth claims no liability.