“Directors are like parsley on fish — decorative but useless.”

— Irving Olds, former chairman of Bethlehem Steel

In litigation decided in May by the Delaware Supreme Court, minority shareholders (who were frozen out through a merger engineered by a controlling stockholder) agreed with Old’s description, claiming that all the corporate directors of Cornerstone Therapeutics were useless in efforts to obtain a fair merger price for their shares.

The history of the case is a study in the evolving law of director liability.

To read the full text of this article by Duane Morris partner Stephen M. Honig, please visit the New England In-House website.