The Supreme Court recognized at the outset of its Cornerstone decision that there were two competing but colorable views of whether independent directors could be dismissed in transactions governed by the entire fairness standard of review. In Malpiede v. Townson, 780 A.2d 1075, 1094 (Del. 2001), the Supreme Court held that on a motion to dismiss, "a plaintiff must allege well-pleaded facts stating a claim on which relief may be granted. Had plaintiff alleged such well-pleaded facts supporting a breach of loyalty or bad-faith claim, the Section 102(b)(7) charter provision would have been unavailing as to such claims, and this case would have gone forward." The Cornerstone court noted that in Emerald I the Supreme Court had explained that "where the factual basis for a claim solely implicates a violation of the duty of care, this court has indicated that the protections of such a [Section 102(b)(7)] charter provision may properly be invoked and applied." What distinguishes Emerald Partners from Malpiede, therefore, is that the Emerald Partners court found that "plaintiffs had successfully shown that issues of fact remained that implicated the independent directors' duty of loyalty, and because those issues were not separable from the factual issues about whether the transaction was fair, the independent directors' motion for summary judgment was properly denied." Thus, Emerald Partners is not inconsistent with Malpiede and if a plaintiff cannot plead a non-exculpated claim against a director, that director is entitled to be dismissed.