Final answer:
The counsel for E Inc must ensure the transaction is legal and in the best interest of the corporation and its shareholders. They should review the terms of the sale and conduct due diligence to assess the value and risks of the small business.
Step-by-step explanation:
In this scenario, B is the only director of E Inc, which has three shareholders. B wants to sell his small business to the corporation for $5 million. In this case, the counsel for E Inc must ensure that the transaction is legally sound and that it is in the best interest of the corporation and its shareholders.
They should review the terms of the sale, including the purchase price and any conditions or contingencies, to ensure that it aligns with the corporation's goals and objectives.
They should also conduct due diligence, including reviewing the financials and legal documents of the small business, to assess its value and potential risks.