Corporate founder who retained a quarter stake of the company and served as a director and officer did not attempt to use his influence to drive acquisition of another company in which he also held an interest, such that the board's appointment of a special committee to negotiate the acquisition meant that the transaction did not need to be reviewed under entire fairness.

A business owner, who filed suit against his former partner individually and on the business's behalf, failed to prove on appeal that the trial court erred in dismissing the claims.

Plaintiffs Fail to Identify Breaches of Any Express Provision of Management Agreement