Cornerstone Therapeutics Inc.’s shareholders can move forward with their lawsuit over Chiesi Farmaceutici SpA’s $255 million buyout of the company, the Delaware Court of Chancery has ruled. The court allowed two of the plaintiffs’ three claims to proceed, dismissing only a claim against Cornerstone for aiding and abetting the directors’ breaches of fiduciary duty.
In 2009, Chiesi, an Italian drug manufacturer, purchased about 11.9 million shares of Cornerstone common stock for $15.5 million and a 10-year distribution license for certain products. Chiesi also reached a governance agreement with Cornerstone, granting it the right to purchase additional shares of the company. The Italian pharmaceutical maker acquired more stock over time and, in February 2013, offered to acquire all outstanding common stock in a transaction valued at roughly $255 million.
