Quimbee logo
DMCA.com Protection Status
From our private database of 16,400+ case briefs...

In re Cornerstone Therapeutics Inc. Stockholder Litigation

Delaware Supreme Court
115 A.3d 1173 (2015)


Facts

Through a merger, the controlling stockholder of Cornerstone Therapeutics Inc. obtained the remaining stock in the corporation that he did not previously own. Cornerstone’s certificate of incorporation contained an exculpatory provision, shielding independent directors from monetary damages and liability related to a breach of the fiduciary duty of care. Cornerstone stockholders (plaintiffs) sued to challenge the merger, naming the controlling stockholder and all directors who had approved the merger as defendants. Because the self-interested merger had not followed the steps necessary to invoke the business judgment rule, the entire-fairness standard applied to the court’s review. Cornerstone’s independent directors filed motions to dismiss. The Chancery Court of Delaware denied the motions based on its reading of the Delaware Supreme Court’s historical application of Delaware General Corporation Law § 102(b)(7). However, given its uncertainty with that ruling, the chancery court certified the question of independent-director liability to the Delaware Supreme Court for interlocutory review.

Rule of Law

Issue

Holding and Reasoning (Strine, C.J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 374,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 16,400 briefs, keyed to 223 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Questions & Answers


Have a question about this case?

Sign up for a free 7-day trial and ask it

Sign up for a FREE 7-day trial