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Business Organizations Keyed to Smith
In re Cornerstone Therapeutics Inc. Stockholder Litigation
Citation:115 A.3d 1173 (Del. 2015)
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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