Although one defendant lacked standing to assert breach of contract claims where it was not a party or intended third-party beneficiary of the contract as it did not exist at the time of contract formation, the district court could exercise its discretion to retain supplemental jurisdiction over remaining state law claims after having dismissed all federal claims.

The court held that AT&T failed to prove that the freeze-out of minority partners was entirely fair because it did not follow a fair process and did not employ procedural protections to ensure fairness to the minority partners.

The court found that plaintiffs' breach of fiduciary duty claim was a direct claim and not a derivative claim.

The court held that plaintiff met its pleading requirements when he alleged that defendant made false statements in annual and quarterly reports about maximum remediation liabilities

The court held that a majority of the board at the time of filing were outside directors who did not receive a material personal benefit from the challenged transaction, did not face a substantial likelihood of liability because of an exculpation provision, and did not lack independence from the controlling stockholder who was a party to the challenged transaction.

The court held in this derivative suit that demand was not excused where there was no showing that at least five members of a nine-member board of directors were unable to consider a pre-suit demand. Motions to dismiss granted.