1.AstroStar, Inc., has a board of directors consisting of three members (Eckhart, Dolan, and Macero) and has approximately five hundred shareholders. At a regular board meeting, the board selects Galiard as president of the corporation by a two-to-one vote, with Eckhart dissenting. The minutes of the meeting do not register Eckhart's dissenting vote. Later, an audit discovers that Galiard is a former convict and has embezzled $500,000 from the corporation that is not covered by insurance. Can the corporation hold directors Eckhart, Dolan, and Macero personally liable? Discuss.

2. William and Maine Miller were shareholders of Claimsco Intl Inc. They filed suit against the other shareholders Michael Harris and Kenneth Hoxie, and the accountant who worked for all of the them, John Verchota. The Millers alleged that Verchota had breached a duty that he owed them. They claimed that at Harris instruction, Verchota had adjusted Claimso's books to maximize the Millers' financial liabilities, falsely reflect income to them, without actually transferring that income, and unfairly disadvantage them compared to other shareholders. Which duty are the Millers referring to? If the allegations can be proven, did Verchota breach this duty? Explain.