Cornerstone OnDemand, Inc.

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Ademi LLP is investigating Cornerstone (NASDAQ: CSOD) for possible breaches of fiduciary duty and other violations of law in its transaction with Clearlake.

Ademi LLP alleges Cornerstone’s financial outlook and prospects are excellent and yet Cornerstone shareholders will receive only $57.50 per share. The merger agreement unreasonably limits competing bids for Cornerstone by prohibiting solicitation of further bids, and imposing a substantial penalty if Cornerstone accepts a superior bid. Cornerstone insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Cornerstone’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Cornerstone.