The Cornerstone appeals arose from challenges to transactions in which controlling stockholders acquired the shares they did not already own in a Delaware public corporation. Although in both cases special committees of independent directors negotiated the transactions and a majority of the minority stockholders approved them, in neither case did the controlling stockholder condition the transaction on such approval. Entire fairness therefore governed the review of the transaction because neither controlling stockholder chose at the outset to follow the process authorized in the In re MFW Shareholders Litigation, 67 A.3d 496, 528 (Del. Ch. 2013),decision that might have afforded business judgment standard of review. The Cornerstone lower court read Emerald I andEmerald II as requiring denial of the independent directors' motion to dismiss. In particular, the lower court held that it was constrained to deny the motion to dismiss because of language in Emerald II that "when entire fairness is the applicable standard of judicial review, a determination that the director defendants are exculpated from paying monetary damages can be made only after the basis for their liability has been decided," on a fully-developed factual record. The Zhongpin court deferred to the lower court's Cornerstone decision and thus held that the claims against the independent directors survived a motion to dismiss because the transaction was subject to entire fairness review "regardless of whether the complaint state[d] a non-exculpated claim."