Please review the fact scenario below. Please answer question in 400-500 words and in complete sentences.

Facts: The complete facts are described in Ch 34 of the textbook, pgs. 827-828. Dole shareholders sued Murdock and Carter, alleging that they had violated both the duty of care and the duty of loyalty under the business judgment rule and were, therefore, personally liable for the difference between the price Murdock paid for Dole stock and a fair price.

Murdock and Carter argued that they were not liable because the price was fair and also because Doles charter had an exculpatory clause providing that no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Please answer the following questions:

1. Define the duty of loyalty and duty of care. Did Murdock pay a fair price for the Dole stock? How do these concepts apply in determining making your decision?

2. What is an exculpatory clause? Were Murdock and Cater liable under the business judgment rule? Was the exculpatory clause applicable in your decision?

Please define all concepts and apply the facts to the appropriate legal concepts.