According to the Complaint, Cornerstone Building Brands, Inc. is the largest manufacturer of exterior building products in North America and is engaged in both the new construction and the repair and remodel markets for residential and commercial customers.

This action arises out of the “take-private” Merger announced by the Company on March 7, 2022, and the allegedly false and misleading proxy statement issued in connection with the transaction on May 24, 2022. Prior to the Merger, Clayton, Dublier & Rice, LLC (“CD&R”) controlled Cornerstone and its board of directors through CD&R’s ownership of 49% of the Company’s outstanding common stock. Pursuant to an Agreement and Plan of Merger, dated March 5, 2022, CD&R acquired the Cornerstone stock it did not already own for $24.65 per share in cash. The Merger had an enterprise value of approximately $5.8 billion.

The Complaint alleges that Defendants deprived the Plaintiff and other Class members of their right to cast a fully informed vote on the Merger. In this regard, the Defendants allegedly made material misrepresentations and omissions of material facts in the Proxy concerning, among other things: (i) the scope of the Standstill Provisions and the fact that CD&R made actual offers and proposals to acquire Cornerstone, in breach of those Provisions; (ii) the fact that Cornerstone’s financial projections used by its financial advisor in connection with the Merger negotiations were revised downward at CD&R’s direction, which helped to support a lower per share acquisition price; and (iii) Cornerstone’s parallel sales process to divest its metal coil coatings business for $500 million and the Defendants’ failure to account for this sale in the valuation of the Company.

On September 11, 2023, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an Amended Complaint on October 27. Defendants filed a Motion to Dismiss the Amended Complaint on December 8.

On September 30, 2024, the Court issued an Order granting Defendants' Motion to Dismiss. Plaintiff was given leave to amend the Complaint.

Lead Plaintiff filed a second Amended Complaint on October 15, 2024.

On February 24, 2025, the parties in a related case filed in the Delaware Court of Chancery entered into a Stipulation and Agreement of Settlement. The Chancery Settlement released Lead Plaintiffs' claims in this action, and on June 23, 2025, the parties stipulated to voluntarily dismiss the case. The Court entered an Order of Dismissal on June 24.