The complaint was properly dismissed since the challenged conduct of defendants in issuing new shares of stock and selling those shares to parties other than plaintiffs did not violate the Shareholders' Agreement, and was otherwise shielded from judicial scrutiny under the business judgment rule. Plaintiffs failed to meet their burden to demonstrate that defendants acted in bad faith or to serve interests other than those of the corporation (see 40 W. 67th St. v Pullman...
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