OPINION AND ORDER

I. INTRODUCTION

KDW Restructuring & Liquidation Services LLC, trustee of the litigation trust held on behalf of debtor Jennifer Convert*218ibles, Inc. (“Jennifer”), brings this action to recover losses stemming from 2009 transactions between Jennifer and Jara Enterprises, Inc. (“Jara”). Defendants include members of Jennifer’s 2009 Board of Directors (Greenfield, Bonn, Coyle, Abada, and Berman); and Jennifer’s corporate officers (Seidner, Mattler, and Falchook). All defendants now move to dismiss plaintiffs breach of fiduciary duty claim. For the reasons stated below, the motions of Mattler, Falchook, Seidner and Abada are granted, while the motion of Greenfield is denied. The motions of Bohn, Coyle, and Berman are granted in part and denied in part.

II. BACKGROUND

A. The Directors and Officers of Jennifer and Jara

Jennifer, a Delaware corporation, is the largest sofa bed and leather specialty retailer in the United States.1 Jara is a private company that operates under Jennifer’s brand name.2 Greenfield, Seidner, and Fred Love founded Jennifer and Jara.3 Upon Love’s death, Jane Love, Greenfield’s sister and Love’s widow, became Jara’s President and was the controlling shareholder of Jara during 2009.4 Greenfield and Seidner owned shares in Jara prior to 2009, but had sold them to Love.5 Abada, Falchook, and Mattler had been employees of Jara prior to 2009.6

Greenfield, Bohn, Coyle, Abada, and Berman comprised Jennifer’s Board of Directors in 2009.7 Greenfield remains Jennifer’s Chief Executive Officer.8 Abada remains Jennifer’s President.9 Seidner, though often present at Jennifer’s board meetings,10 is not a board member, but an Executive Vice President.11 Falchook and Mattler are Vice Presidents of Jennifer who were never present at board meetings during 2009.12

B. 1995 SEC Investigation

In 1995, the SEC commenced a formal investigation into Jennifer’s business.13 This investigation was accompanied by several class action and derivative suits against Jennifer’s directors, which resulted in several settlement agreements in 2005.14 These agreements required a “restructuring” of the relationship between Jennifer and Jara, and the creation of a “monitoring committee” to scrutinize the dealings between the two companies.15 Other agreements stipulated a price for merchandise, created a warehousing fee, and required Jara to contribute a minimum of $150,000 per month to cover advertising costs.16

*219C. Financial Difficulties

In early 2009, Jennifer was experiencing financial difficulties—expected revenue increases had not materialized.17 Jara was also experiencing financial difficulties and was indebted to Jennifer.18 Jennifer’s board allowed Jara to continue to accumulate debt and created an “allowance for debt” of $3,167,000 for a thirteen-week period ending November 28, 2009.19

D. The 2009 Transactions

In a three-day meeting, beginning on November 23, it was agreed by the members of the Board, with the exception of Abada, that Jara would begin to function as an agent of Jennifer, taking a thirty-five percent commission.20 Jara defaulted on this agreement.21 Abada sought the expertise of an investment firm, TM Capital, regarding a Jara acquisition.22 TM Capital indicated that an acquisition of Jara would add only “marginally” to Jennifer’s marketability.23 Abada expressed his concern regarding the limited potential of an acquisition, most notably in an email prior to the November 23 meeting.24 He also expressed concerns regarding Greenfield’s presence in Jara-focused meetings, and was informed by the company’s counsel that Greenfield should refrain from voting.25 Greenfield recused himself on some occasions when Jara was discussed,26 but remained in the November 23 meeting without voting.27 However, Greenfield did vote to continue to ship products to Jara on one occasion.28 Greenfield also spoke with Jara’s representative on behalf of the Board,29 and expressed his consent to the final 2009 transaction, although he did not vote.30

On December 31, 2009, Jennifer acquired Jara’s business assets, paying $635,000 for Jara’s inventory.31 This final agreement relieved Jara of its obligation to pay $301,000 due under the previous agreement,32 and permanently relieved Jara of $4,000,000 in prior obligations.33 All directors approved this agreement.34 However, Abada expressed consistent reservations about any deal -with Jara,35 and approved the final deal reluctantly.36

*220Jara provided no financial information prior to the agreements.37 The 2009 transactions caused Jennifer to suffer great financial loss—a net loss of $11.008 million dollars at the end of the 2009 fiscal year.38 Losses also totaled $6.8 and $6.4 million in the first and second quarter of 2010, respectively.39

III. LEGAL STANDARD A. Motion to Dismiss

On a motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure, the court must assume “all well-pleaded, nonconclusory factual allegations in the complaint to be true”40 and “draw all reasonable inferences in the plaintiffs favor.”41 On the other hand, “threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.”42 To survive a motion to dismiss, therefore, the allegations in the complaint must meet a standard of “plausibility.”43 A claim is facially plausible “when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.”44 Plausibility “is not akin to a probability requirement,” rather, plausibility requires “more than a sheer possibility that a defendant has acted unlawfully.”45

The plaintiff in support of her claim may allege “upon information and belief’ facts that are “peculiarly within the possession and control of the defendant.”46 Conversely, the plaintiff should not allege upon information and belief matters that are presumptively within her personal knowledge, unless she rebuts the presumption.47 Such matters include “ ‘matters of public record or matters generally known in the community ... inasmuch as everyone is held to be conversant with them.’ ”48

B. Leave to Amend

Federal Rule of Civil Procedure 15(a)(2) provides that, other than amendments as a matter of course, “a party may amend [its pleading] only by leave of court or by written consent of the adverse party.” 49 Although “[t]he Court should freely give leave when justice so requires,”50 it is “within the sound discretion of the district court to grant or deny leave to amend.”51 When a motion to dismiss is granted, “[i]t *221is the usual practice ... to allow leave to replead.”52 Where plaintiff inadequately pleads a claim and cannot offer additional substantive information to cure the deficient pleading, granting leave to replead is futile.53

IV. APPLICABLE LAW A. Choice of Law

New York courts decide questions relating to corporate internal affairs “in accordance with the law of the place of incorporation.”54 The internal affairs doctrine recognizes that “only one State should have the authority to regulate a corporation’s internal affairs [—] matters peculiar to the relationships among or between the corporation and its current officers, directors, and shareholders [—] because otherwise a corporation could be faced with conflicting demands.”55 Jennifer is a Delaware corporation;56 therefore, Delaware law governs this breach of fiduciary duty claim.

B. Breach of Fiduciary Duty

Under Delaware law, a breach of fiduciary duty claim has two elements:

(1) the eidstence of a fiduciary duty, and (2) the breach of that duty.57 A Delaware corporation owes a “triad” of fiduciary duties to its shareholders and the corporation, composed of the duty of care, the duty of loyalty, and the duty to act in good faith.58 Corporate directors and officers have identical fiduciary duties.59 However, “Delaware law clearly prescribes that a director who plays no role in the process of deciding whether to approve a challenged transaction cannot be held liable on a claim that the board’s decision to approve that transaction was wrongful.”60

To prove a breach of the duty of care, a plaintiff must demonstrate gross negligence.61 Gross negligence has a “stringent meaning” in Delaware corporate law, involving “indifference amounting to recklessness.”62 The duty of loyalty *222“mandates that the best interest of the corporation and its shareholders takes precedence over any interest possessed by a director, officer or controlling shareholder.” 63 A duty of loyalty claim must allege that there is a “[misuse of] power over corporate property or processes in order to benefit [a director] rather than advance corporate purposes.”64

The duty to act in good faith, a subsidiary duty of the duty of loyalty,65 proscribes conduct that is not disloyal but is “qualitatively more culpable than gross negligence.”66 The Delaware Supreme Court has identified three examples of bad faith:67 (1) where a fiduciary acts with different purpose to that of advancing the corporation’s interest;68 (2) where a fiduciary “acts with the intent to violate applicable positive law”;69 and (3) where a fiduciary demonstrates a conscious disregard for a known duty.70 Bad faith actions are not limited to these examples, but these are the “most salient.”71

1. Section 102(b)(7)

Under section 102(b)(7) of Delaware’s General Corporation Law, a corporation may include an exculpation clause in its certificate of incorporation.72 Such a clause may shield directors from liability for a breach of the duty of care, but not for breaches of the duties of loyalty and good faith.73

2. The Business Judgment Rule

The business judgment rule is a presumption that, in making business decisions, “the directors of a corporation acted on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the company.”74 The burden is on the plaintiffs to rebut this automatic presumption.75

*223If the presumption is rebutted, the burden shifts to the defendant to demonstrate the entire fairness of the transaction.76 The business judgment rule prevents a court from “second-guessing” the rational decisions of directors who have “availed themselves of all material and reasonably available information.”77

A board’s decision is not shielded where directors are: (1) interested or lack independence regarding the decision,78 (2) acting in bad faith, (3) lacking a rational purpose for the decision, or (4) grossly negligent (including failing to consider all available information).79 A showing that a “majority of the board of directors was [interested] and [lacked] independence would provide sufficient support for a claim for breach of loyalty to survive a motion to dismiss.”80 However, “notwithstanding approval by a majority of disinterested and independent directors,” a breach of fiduciary duty claim may exist where a decision can be explained only by bad faith.81 An individual director’s “disqualifying self-interest or lack of independence must be material, i.e., ‘reasonably likely to affect the decision-making process of a reasonable person ....’”82

y. DISCUSSION83

The plaintiff has properly pled the existence of three fiduciary duties owed by all defendants, who are directors or officers of a Delaware corporation—the duty of care, the duty of loyalty, and the duty to act in good faith.

A. A Duty of Care Claim Is Barred by the Exculpatory Clause

Jennifer’s certificate of incorporation includes an exculpatory clause, pursuant to section 102(b)(7) of Delaware’s General Corporate Law.84 The clause protects directors from liability for breach of fiduciary duty except in cases of breach of the duty of loyalty, bad faith, knowing *224violation of the iaw, or improper personal benefit, as is appropriate under Delaware law.85 As such, no claim for the breach of the duty of care can be maintained against any defendant.86

B. Duty of Loyalty and Good Faith Claims Against Mattler, Falchook, and Seidner Are Not Facially Plausible

The plaintiff argues that non-director officers Mattler, Falchook, and Seidner are as liable as voting directors because they “implemented” the 2009 transactions.87 The plaintiffs do not provide any support for this conclusory assertion. Under Delaware law, if an officer could not have voted to prevent the transaction, they are not liable for breaches arising out of that transaction.88

1. Claims Against Mattler and Falchook Are Dismissed

Mattler and Falchook are non-director officers at Jennifer,89 who did not vote to approve any of the alleged breaches of fiduciary duties.90 They are mentioned only cursorily in the complaint—in a general claim for damages, a statement of their positions, an allegation that they had previously been employees of Jara, and once in the conclusion.91 A claim for breach of the duty of loyalty is not sufficiently pleaded against them. Aside from their prior employment at Jara, they had no material connection to that company in 2009.92 They derived no personal benefit from the transaction and had no power to misuse. A breach of the duty to act in good faith claim is also insufficiently pleaded against these two defendants because they did not approve or recommend the transaction, and, therefore, could not have acted contrary to the corporation’s interest, the law, or any known duty.

2. Claims Against Seidner Are Dismissed

Seidner is a founder of Jara and a former shareholder.93 However, he has no present connection to Jara, and there is no indication in the complaint that he received an improper benefit from the transaction. As discussed above, the plaintiffs argument that non-voting officers are liable because they “implemented” the 2009 transactions fails.94 A duty of loyalty claim is insufficiently pleaded. A duty of good faith claim also fails. Although Seidner sat on the Board on occasion, he had no power to vote, and, therefore, could not approve or prevent the transaction.95

*225C. Abada Is Insulated from Liability by the Business Judgment Rule

Abada is a director, but voted against all but the final agreement.96 He also consistently expressed reservations about transactions with Jara.97 As such, Abada is protected by the business judgment rule.98 The plaintiffs have not adequately pled specific facts about Abada to demonstrate that he was interested, acting in bad faith, lacking a rational purpose, or grossly negligent. Abada is not an interested party—he derived no unfair personal benefit from the transaction. His prior employment at Jara does not plausibly demonstrate that he was reaping a material personal benefit,99 particularly considering that he thought the deal ill-advised.100 Neither a bad faith nor duty of loyalty claim against this defendant is facially plausible. The plaintiffs argue that parties who failed to take affirmative action are just as liable as Greenfield.101 However, Abada considered available expert information from TM Capital and submitted this information to his colleagues.102 As a result, the claims against Abada are dismissed.

D. Duty of Loyalty and Good Faith Claims Against Greenfield Are Sufficiently Pleaded

Greenfield complains that because of the collective nature of the Complaint, the allegations against him are not sufficient to support a claim. However, there are sufficient specific facts in the Complaint to support claims for breach of the duty of loyalty and breach of the duty to act in good faith against Greenfield. Greenfield presses an overly broad interpretation of the business judgment rule that shields directors whenever a majority of the board is disinterested.103 This formulation does not take into account the possibility that certain actions can only be explained by bad faith.104

1. The Duty of Loyalty

Greenfield was a founder of Jara. 105 Greenfield’s sister, Jane Love, was the controlling shareholder of Jara during the 2009 transactions.106 He voted to continue shipping to Jara despite Jara’s delinquency107 and corporate counsel’s advice that he refrain from voting on Jara-related issues.108 Drawing reasonable inferences in plaintiffs favor, as I must, these facts suggest that Greenfield may have been an interested party, on both sides of the transaction, reaping a personal benefit.109 *226As such, plaintiffs have adequately pled that Greenfield is not protected by the business judgment rule and the breach of the duty of loyalty claim survives.

2. The Duty to Act in Good Faith

It is also reasonable to infer that Greenfield may have acted in his own interest when consenting to the 2009 transactions.110 There are sufficient facts to indicate that Greenfield consciously disregarded his conflict of interest—most notably, when he voted to continue shipping inventory to Jara111—and had a personal stake in the transaction.112 Moreover, he is not protected by the business judgment rule, because he is an interested party who may not have acted in Jennifer’s interest.

E. Defendants Berman, Bohn, and Coyle

1. No Breach of the Duty of Loyalty

There are no well-pleaded facts to suggest that Berman, Bohn, and Coyle, voting directors of Jennifer, were on both sides of the 2009 transactions, or that they were to receive an improper personal benefit. As such, there is no legitimate claim for breach of the duty of loyalty against these three defendants.113 Plaintiffs argue that directors who acquiesce to an improper transaction are as liable as a single disloyal director, relying on Linda Parnes v. Bally Entertainment Corp.114 However, in that case, the Delaware Supreme Court rested its decision on the general irrationality of the board’s decision, not the domination of the board’s judgment by one interested party.115

2. Breach of the Duty to Act in Good Faith

These three defendants are not protected by the business judgement rule. They are not interested parties, but the well-pleaded facts suggest that they acted in bad faith.116 These defendants repeatedly transacted with Jara, despite Jara’s debt,117 their chairman’s conflict of interest,118 and Abada’s and TM Capital’s warning of minimal benefit.119 Their desire to press this deal indicates a disregard for the duty to examine all available information—information that was readily at hand through Abada’s research. Plaintiffs’ reliance on In re Tower Air, Inc. is appropriate. In that case, plaintiffs allegations were similarly “explicable only by bad faith.” 120 Drawing all reasonable inferences in favor of plaintiffs, it is plausible that these defendants’ actions lacked a rational corporate purpose.

*227F. Leave to Amend Is Partially Granted

The plaintiffs have requested leave to replead.121 Leave to replead is granted with respect to the duty of loyalty claim against Berman, Bohn, and Coyle, and the claims against Abada. Granting leave to replead against Mattler, Falchook, and Seidner would be futile, because, as nonvoting officers, these defendants cannot be liable for the alleged breach of fiduciary duty.122

VI. CONCLUSION

For the foregoing reasons, Defendants Mattler’s, Falehook’s, Seidner’s, and Abada’s motions to dismiss are granted in full. Greenfield’s motion is denied. Defendants Berman’s, Bohn’s, and Coyle’s motions are denied in part and granted in part: the breach of the duty of loyalty claim is dismissed, the claim of breach of the duty to act in good faith survives. Any amended Complaint must be filed within twenty-one (21) days of the date of this order. The Clerk of the Court is directed to close these motions (Docket Nos. 15,17, and 20). A conference is scheduled for June 25, at 4:30 p.m. in Courtroom 15C.

SO ORDERED.