Labaton Keller Sucharow represented stockholder-plaintiffs as Co-Lead Counsel in a class action challenging the unfair take-private acquisition of Cornerstone Building Brands, Inc. (Cornerstone) by its controlling stockholder Clayton Dubilier & Rice, LLC (CD&R).

Among other things, the case alleged that CD&R violated certain standstill restrictions preventing it from directly or indirectly making an offer to acquire Cornerstone for months prior to submitting a “best and final” offer to a special committee of Cornerstone’s directors in February 2022.  The case further alleged that, while CD&R and the committee engaged in substantive economic negotiations concerning a potential transaction in violation of the standstill, Cornerstone management twice revised its projections downwards to facilitate the committee’s approval of the transaction.  After the committee approved the merger, CD&R and Cornerstone’s general counsel allegedly further breached their fiduciary duties by participating in the drafting and issuance of a materially misleading proxy that attempted to portray CD&R’s substantive economic negotiations as hypothetical expressions of interest that did not violate the standstill restrictions.

Labaton Keller Sucharow was appointed Co-Lead Counsel on May 2, 2023, following a contested leadership dispute, and the Firm continued to achieve numerous victories throughout the course of the litigation. This included successfully overcoming motions to dismiss from Defendants CD&R and Alena Brenner at a January 10, 2024, oral argument on the motions.  The case then proceeded to discovery, and on June 25, 2024, the Firm successfully leveraged discovery to add members of the Company’s special committee and the special committee’s financial advisor Centerview Partners LLC as Defendants.

On December 4, 2024, the Parties reached an agreement to settle the case for $45 million.  The settlement was approved on May 29, 2025.

The case is In re Cornerstone Building Brands, Inc. Stockholder Litigation, C.A. No. 2023-0092-JTL (Del. Ch.).  The Firm represented Lead Plaintiff Whitebark Value Partners LP.