Independent and disinterested directors are the beneficiaries of the Cornerstone decision. By clarifying that a plaintiff must state a non-exculpated claim against a director to survive a motion to dismiss, the Supreme Court has assured independent and disinterested directors that even in transactions governed by the entire fairness standard of review, the independent directors against whom no non-exculpated claim is pleaded can be dismissed as defendants at an early stage of litigation. At the same time, the interested parties will remain. Plaintiffs can therefore continue to litigate claims of unfair dealing in conflict-of-interest transactions against controlling stockholders and conflicted directors against whom they can plead a loyalty violation. The Cornerstone decision thus reinforces that Delaware will protect risk-taking by independent directors to maximize value while enabling plaintiffs to pursue claims of self-dealing against the interested parties who may have benefited improperly from an unfair transaction.