You represent Helen, who is the chair of the board and who is also the president and the chief executive of the Myers corporation, Indigo, Inc. ("Indigo"), which designs, manufactures, and sells pharmaceutical products.

The other directors of Indigo are: James, who is also Indigo's vice-president; Karen, who is also Indigo's treasurer and secretary; Laura, an "outside" director who is also a director and vice-president of the Myers Supermarkets Corp. ("MS"); and Michael, an "outside" director who works in MS's marketing department and who is living with Laura.Each of Helen, James, Karen, Laura, and Michael owns 18% of the single class of stock of Indigo; the remaining 10% of the stock is divided among 50 other shareholders.

Helen has just finished a telephone call in her office from Norman, an inventor who called her to introduce himself and his new "Cure-All," a pill which he guarantees will cure anyone of any disease in one week if it is taken once daily.

Norman told Helen that he would be willing to sell to Indigo the exclusive rights to this pill, as well as to the machine he designed for making it, in exchange for a $1 million donation to his favorite charity, Toddler-Free, which is devoted to preventing parents from taking their small children to public parks and to stores, restaurants, and other private businesses.Norman said he intends to approach other potential buyers in seven days if his offer to Indigo, the first he has made to anyone, is not accepted before then.

Although Indigo made a record profit of $2 million this year, Helen had been preparing to propose that Indigo give a total of $1.5 million to the officers as bonuses, and that Indigo enter a $1.5 million lifetime consulting agreement with Michael.Helen says, "That really cute Michael is ready to break up with Laura because she's always drunk and never arrives anywhere on time."

Helen believes that Norman's proposal is worthy of consideration. However, she is concerned that she and the other directors might be personally liable for any actions that they might take, either individually or together, regarding any of the matters above.

(2a) Advise Helen under theModelBusinessCorporationActon how the directors can best handle these matters in order to avoid, or at least to minimize, their own personal liability.

(2b) How, if at all, would your advice in (2a) be different if Indigo were governed instead by theDelawarelawsthat we have studied?