True or false with explanation:

Clestra Corporation (Mallor 15^th Ed. p. 1071).

Clestra Corporation is a manufacturer of consumer products ranging from canned and packaged foods like spaghetti sauce and popcorn to over-the-counter health aids like toothpaste and mouthwash. Its annual worldwide revenues are just under $6 billion. Clestra brands are not among the top two in the industry in any of its product lines, each brand ranking from fourth to sixth in annual sales in countries in which it markets its products. Clestra's CEO has been discussing the company's iture with its consultant, KRNP Consulting LLP. KRNP has suggested that Clestra consider acquiring Ballmax Inc., a consumer products company with two billion dollars annual sales. Balm brands are complementary to Clestra's brands, and while smaller than Clestra, W has a distribution system that will give Clestra access to markets in which Clestra is not currently a signicant seller. Clestra's CEO also wants to improve consumer recognition of the Clestra brand. She suggests that Clestra acquire naming rights to a stadium being built for a baseball team in northern Virginia, the Virginia Hatchets. The CEO thinks that Clestra has the inside track to acquire naming rights because the family of one of Clestra's board members owns the baseball team that will own and operate the stadium. In investigating these two opportunities, the CEO discovers that Clestra may be a target for a takeover by one of the larger consumer goods companiesi ............................................................................................................................................................................................................................. T"""""'"'""""'"! E1. The directors' decision to acquire Ballmax, Inc. is protected by the business judgment rule if the directors made an informed decision in approving the . acquisition and do not have a conflict of interest, even if the decision turns out to be disastrous. ........................................................................................................................................................................................................................................................ E2 The board of directors must make a thorough and independent evaluation of the recommendation of KRNP to acquirem Ballmax, Inc. in order to be protected by the business judgment rule. 3. Clestra Corporation can proceed with the plan to acquire naming rights to the stadium being built for the Virginia Hatchets, even though one of its directors owns the baseball team that will own and operated the stadium. E.4 KRNP owes duciary duties to Clestra Corporation m advising it how to proceedE with the Ballmax, Inc. acquisition. - ............................................................................................................................................................................................................................. E ......................... E E5. The board of directors of Clestra Incorporated should adopt anti-takeover measures -_snch as transferring shares or core assets to a white knight, installing a stock trading surveillance program, and approving a poison pill - to prevent a hostile takeover of Clestra Incorporated