Governance provisions transferring authority from board to controlling investors was facially invalid where such provisions had not been incorporated into the corporate charter, as charters could not incorporate private agreements by reference without rendering them non-public and preventing stockholders from amending the charter.

Court denied temporary restraining order to enforce non-compete after it found the agreement's scope overly-broad by territory and competition such that it was not essential to protect employer's legitimate business interests.

LLC member's capital contributions were not "losses" under the parties' guaranty as treating them as losses would effectively force the other members to make capital contributions for which the first member would receive a greater ownership stake.

Lack of formal identification of managers meant that LLC operating family business was a member-managed entity, although deceased family member's LLC interest became an assignee interest held by his estate.

Court dismissed derivative complaint where stockholder failed to show that a majority of the board faced personal liability for willfully ignoring deficiencies in corporate oversight systems or signs the company faced a strong likelihood of corporate trauma.

Buyers waived their fraud claims against sellers by averring in a subsequent letter agreement that buyers' losses arose from sellers' breaches of representations and warranties, and buyers failed to file an indemnity lawsuit within the applicable survival period.

Fiduciary claims against purported controlling stockholder dismissed where plaintiff failed to plead facts demonstrating that stockholder qualified as a controller of the company or exercised transaction-specific control during proposed sale of company via tender offer.

Court declined to dismiss breach of contract claims where defendant adequately alleged that plaintiff's services failed to achieve the bargained-for availability, with disputes over the calculation of availability requiring further discovery.

Court ordered a bond due to the potential for defendant suffering financial losses in connection with a status quo order that restricted defendant from transferring securities it was set to receive.

Court declined to dismiss non-exculpated fiduciary claims where defendants had a clear conflict of interest between continuing to operate the company or sell it and receive a valuable termination payment.