Breach of fiduciary duty claim against company CEO dismissed where there were no factual allegations regarding the actual steps the CEO purportedly took to block plaintiff stockholders' efforts to sell their shares or that the CEO was even aware plaintiffs were seeking to transfer their stock.

Plaintiffs sufficiently pled breach of fiduciary duty claims by alleging that controlling stockholder, who also controlled a majority of the board, was conflicted due to its desire to cash out its investment, which purportedly led it to approve a sale of the company that maximized the controller's return at the expense of the compensation to minority stockholders.

Transaction authorized by LLC manager solely within her capacity that issued new class of equity in and amending the rights of the new class and existing classes was void as a matter of contract where the LLC's operating agreement expressly granted the right to amend to certain existing classes of members.