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A) The fairness of the original share issue is questionable on two grounds with respect to both directors. The first deals with Bart's non-cash consideration for his allotment. Although it is legal and commonplace for companies to issue shares for consideration other than cash1, the concern here is that both directors themselves conducted the valuation of Bart's "intellectual property". Proper procedure here would require an independent valuation made in good faith as directors have the power to influence decisions and "force" the company to acquire overvalued assets. This could detriment shareholder and creditor interest. As such, Bart could be liable for breach of his fiduciary duty as a director. The second point deals with Monty's future consideration for his allotment and involves two issues. Firstly, under his terms of payment, Monty does not provide partial payment but instead forfeits part of his future directorial salary. His lack of present consideration may...

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