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In re Cornerstone Therapeutics Inc. Stockholder Litigation
Citation:115 A.3d 1173 (Del. 2015)
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- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
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- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
Controlling shareholder attempted to obtain remaining stock in a corporation. The corporation’s certificate of incorporation contained an exculpatory provision, which shielded directors from liability for breaches of fiduciary duty. Dissenting shareholders filed a suit to challenge the merger, naming independent directors as defendants. The entire-fairness standard of review applied to the court’s review, as the merger did not abide by the rules which would have invoked the business-judgment rule.
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