Plaintiff adequately pled breach of contractual duty of good faith when general partner concealed information indicating that equityholders lacked legal leverage to force a settlement payment for the loss of tax receivable agreement rights in exchange for their approval of the corporate conversion.

Plaintiff's removal as an employee and manager of LLCs was ineffective where the operating agreements established payment of the fair market value of plaintiff's revenue share as a condition precedent to removal.

Court declined to dismiss fraud claims as untimely under contractual limitations period where the parties' contract expressly exempted fraud claims from the scope of the contractual indemnity provisions containing the survival clauses.

Stockholders failed to adequately plead that securities filings were materially false or misleading where statements adequately conveyed that the company was subject to investigations and securities laws did not require corporations to guess as to the likely outcome of such investigations.

Chancery court erroneously applied business judgment rule to review transaction where controlling stockholder stood on both sides and received a non-ratable benefit where not all members of the company's separation committee were independent from the controller.

Purported written consent in lieu of a meeting could not moot stockholders' request for an annual meeting where the law required the removal of incumbent directors before a non-unanimous written consent could fill the vacancies.