Court declined to dismiss fraud claims in connection with stock purchase agreement where buyer adequately pled that defendant controllers were in a position to know of the fraudulent nature of seller's financials and where the company's alleged unlawful bookkeeping practices violated representations and warranties in the SPA.

Court found no need for judicial interpretation where parties' dispute over working capital calculation merely involved a GAAP issue, and thus the dispute was properly resolved by an independent accountant under the parties' contractual dispute resolution provision.

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.

Court denied certification of direct appeal of bankruptcy order to the Third Circuit where the order did not announce a per se rule or conflict with settled precedent.

Court held buyer equally liable for seller's officers' breaches of fiduciary duties where buyer's culpability arose from its breaches of its contractual obligations under a standstill agreement with the seller.