The Pemrоse Cоrpоrаtion in Chicаgo is prepаring for its impending hostile takeover. If Davenport Corporation, a New York company, absorbs Pemrose in this merger, all workers will be fired, but Howard Prescott and his aide Art Thomas, two officers and members of the board of directors of Pemrose, cut a deal with Davenport to retain the jobs of all the directors as a favor for cutting budget and operations from business units of Pemrose to ease the takeover. Once it becomes known that the board members themselves will not be fired, without any further diligence or deliberation, including on purchase price offered per share, the board members readily and eagerly approve the takeover. Which of the following best describes the likely legal or fiduciary violations in this scenario?