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.
I don't think so. You would get 12(b)(6)ed right out of court because no court is going to tell a company how to run its business. About the ONLY time you can sue the company's executives for a violation of fiduciary duty is in a case of fraud.
They are running the business in good faith. Unless you allege wrongdoing, you will lose a 12(b)(6) motion.