Allegedly defamatory statements constituted nonactionable opinion where the statements constituted subjective opinion and hyperbole, and the maker of the statement disclosed nondefamatory facts underlying the opinion that would allow recipients of the statement to evaluate the validity of the opinion for themselves.

Minority shareholders in LLC failed to state a claim for inadequate disclosures where LLC control group was not obligated to provide, as part of a capital call for the LLC, a prediction of the likelihood of a sale of the company by a certain date.

A company adequately alleged claims for unjust enrichment and breach of fiduciary duty against former di-rectors who obtained a derivative award in favor of the company, but then failed to turn over the funds.

Chancery court erred in ruling that stock sale to break shareholder deadlock and avoid shareholder's action for appointment of a custodian for the company was permissible if the stock was sold at a fair price, as the company and its board and other shareholder were obligated to demonstrate a compelling justification for conducting the sale.

Plaintiff stated claims for breach of an operating agreement, aiding and abetting, and breach of fiduciary duty, but the court rejected his fraud claims.

Breach of earnout payment contractual provision counterclaim was dismissed where contract required arbitration of disputes over calculation and payment, which claims of diversion of funds to avoid triggering payment obligations fell under.