DealLawyers.com Blog

Here’s an excerpt from this Fried Frank memo (also see these other memos about the case):

In a move consistent with the Delaware courts’ recent general inclination for early dismissal of M&A-related litigation, the Delaware Supreme Court recently reversed the Chancery Court’s 2014 holding in Cornerstone. As a result of the Supreme Court decision, where a plaintiff seeks monetary damages for alleged breaches of fiduciary duty by disinterested, independent directors who are protected by an exculpatory charter provision, the plaintiff must sufficiently plead non-exculpated claims (i.e., claims for duty of loyalty violations) in order to survive a motion to dismiss—regardless of the judicial standard of review that applies to the board’s conduct.