In re Cornerstone Therapeutics Inc. Stockholder Litigation

Cornerstone's controlling stockholder acquired the remaining minority shares through a merger, and stockholders (plaintiffs) sued challenging the deal under entire-fairness review since it had not followed the steps needed to invoke business judgment protection, naming both the controlling stockholder and all approving directors, including independent ones protected by Cornerstone's exculpatory charter provision shielding directors from monetary liability for duty-of-care breaches. The Chancery Court denied the independent directors' motions to dismiss based on its reading of prior Delaware precedent under DGCL section 102(b)(7), but certified the question of independent-director liability for interlocutory Supreme Court review given its own uncertainty.