Plaintiffs alleged sufficient facts to trigger the entire fairness standard of review, so the court denied defen-dants' motion to dismiss.

Plaintiffs stated claims for breach of their employment agreements and for breach of the implied covenant of good faith and fair dealing, but the court granted defendants' motion to dismiss the remainder of their claims.

Breach of asset purchase agreement claims allowed to proceed where plaintiff alleged defendant sellers breached agreement by making unauthorized post-closing payments to certain defendants and by failing to disclose pre-closing liabilities.

Right of first refusal in separate investor rights agreement did not supersede right of first offer on transfer of equity stake in separate corporate entity where the right of first refusal only applied to minority member of the company subject to the investor rights agreement and transferor was not a minority member.

Breach of contract and tortious interference claims arising from alleged rights to surrender or reallocation value from corporate-owned life insurance policies were dismissed as unripe where the policyholder had made no effort to surrender or reallocate.