Motion to dismiss challenge to board election denied where motion referred to documents outside of the pleadings, requiring conversion of the motion to one for summary judgment, under which standard the court determined that further factfinding was required.

The court held that consolidation of cases was not appropriate where one case's derivative plaintiffs made no demand on the corporate board and the other case's single plaintiff chose to make a demand that was subsequently refused.

Court declined to award dissociation damages where controlling partner failed to comply with provisions of agreement between partnership and another affiliate of the controlling partner, but where such failure did not constitute a breach of the partnership agreement.

Significant factual disputes precluded summary judgment in this case involving end user licensing agreements for plaintiffs' software products.

Business judgment review at the pleadings stage denied where minority stockholders were not informed that controller standing on both sides of cash-out merger transaction had also participated in an arbitration that would affect the value assets that made up a critical component of the company's overall value, thereby supporting an inference that the stockholder approval was uninformed.

The court granted defendants' motions to dismiss plaintiff's breach of fiduciary duty claims, because plaintiff did not establish any improper conduct in connection with a merger.