In Re Cornerstone Theraputics, Inc.

Summary

The court held that a plaintiff seeking monetary damages must plead a non-exculpated fiduciary-duty claim against each independent director protected by an exculpatory charter provision, even when the challenged transaction is subject to entire fairness review. The transaction-level standard does not automatically keep those directors in the case, and directors lacking adequately pleaded loyalty or bad-faith claims are entitled to dismissal. The court reversed the Court of Chancery's refusal to dismiss and remanded for individualized pleading determinations.