M. Todd Scott

M. Todd Scott

Orrick, Herrington & Sutcliffe LLP

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Latest Posts › Business Judgment Rule


How Much Latitude Do Directors Have In Setting Executive Compensation?

Executive compensation decisions are core functions of a board of directors and, absent unusual circumstances, are protected by the business judgment rule. As Delaware courts have repeatedly recognized, the size and...more

9/30/2013 - Business Judgment Rule CEOs Delegation of Discretion Dodd-Frank Executive Compensation Say-on-Pay

Going-Private Transaction With A Controlling Stockholder – What Standard Of Review Applies?

We previously discussed how important a special negotiating committee of independent directors can be when defending against stockholder challenges to change-of-control transactions – particularly for going private...more

6/3/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Going-Private Transactions Shareholders

Shareholder Demands: Accepted, Refused Or Deferred? Let’s Ask RUSH.

When a shareholder makes a demand on a company to pursue litigation, the company’s board can look to generally well-developed law to determine how to evaluate the demand. Though there is no one particular procedure a board...more

1/9/2013 - Board of Directors Business Judgment Rule Shareholder Demands

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