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 underlying transaction is subject to entire fairness review. The fact that a plaintiff can plead an entire-fairness claim against interested fiduciaries does not automatically keep independent directors in the case. The Court reversed the Court of Chancery's denial of dismissal and remanded for individualized consideration of whether the plaintiffs adequately pleaded non-exculpated claims.