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.