[Clobbersaurus]

The Board of the Times has a fiduciary duty to maximize shareholder value. In English, that means that anything the Board does that can be remotely seen as damaging the “bottom line” can be challenged by a shareholder.

This just isn't true. I hope you like defending 12(b)(6) motions.

[jmstein7]

A 12(b)(6) MTD would fail -- there is a viable claim upon which relief can be granted. The D would have to move for summary judgment, but they would lose because there are disputable issue of material fact.