Defendants' successful effort to enforce a forum selection clause in the court of another state did not preclude them from arguing that a shareholder action was derivative.

The plain language of an LLC agreement governed the parties' dispute, and the trial court improperly implied a cove-nant where no contractual gap existed. Affirmed in part, reversed in part.

Corporate directors did not breach their fiduciary duty of disclosure when they provided stockholders with two documents which together contained all material information in connection with a stockholder vote.

Motion for continued confidential treatment of litigation records denied where moving party failed to demonstrate good cause to overcome the presumption in favor of the right of public access to judicial records.

Unitholders' complaint challenging private issuance of securities to insiders established unfairness of transaction, but did not warrant equitable relief cancelling the transaction where partnership was not injured by transaction.

Preferred stockholders not entitled to payment of liquidation preference upon merger where company's certificate of incorporation merely provided them a blocking vote, and only voided that blocking

Parties' objection to discovery requests were overruled where the objections, particularly for privilege, were asserted in a generalized and conclusory manner and failed to specify the bases for as