News & Analysis as of

Business Judgment Rule Compensation Committee

How to Avoid Director Pay Litigation

In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors (1). The takeaways from these cases can be summarized as follows...more

Good News for Compensation Committees

With executive compensation under fire from seemingly all directions these days, it’s nice to get some good news occasionally. In this case, that news comes via the Delaware Chancery Court’s recent decision in Friedman v....more

Executive Compensation Paid to Controlling Shareholders Subject to Business Judgment Review When Approved by an Independent...

Members of the Dolan family hold 73% of the voting power of Cablevision Systems Corporation’s stock. A shareholder commenced a derivative action regarding the executive compensation paid to Dolan family members serving as...more

A Key Reminder to Directors of Delaware Corporations When Granting Equity Awards under an Equity Incentive Plan

by McCarter & English, LLP on

Corporate directors routinely make decisions regarding their own compensation. If challenged by stockholders, such decisions are generally reviewed by Delaware courts under the onerous "entire fairness" standard, which...more

Director Equity Grants Subject to Entire Fairness Review

In Valma v. Templeton et al, the Delaware Court of Chancery held that grants of restricted stock units, or RSUs, to directors of Citrix Systems, Inc. were subject to an entire fairness standard of review. The court found...more

Delaware Supreme Court Affirms Denial of Attorneys' Fees Relating to Corporate Waste Claim Based on a Board's Decision to Forego...

by Holland & Knight LLP on

On January 14, 2013, the Delaware Supreme Court affirmed a trial court's denial of attorneys' fees in connection with a corporate waste claim filed against corporate board members for the board's decision to pay certain...more

Lessons Learned in 2012

by Snell & Wilmer on

As one calendar year ends and the next begins, it is natural to look back to take an inventory of lessons learned and to look forward in an attempt to implement such lessons. The year 2012 certainly had its fair share of...more

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