News & Analysis as of

Compensation Committee Shareholder Approval

Skadden, Arps, Slate, Meagher & Flom LLP

Impact of Compensation-Related Litigation on Public Companies

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

Dorsey & Whitney LLP

Discretionary Equity Awards to Directors Subject to “Entire Fairness” Standard of Review

Dorsey & Whitney LLP on

Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense. According to the...more

A&O Shearman

Delaware Chancery Court Dismisses Suit Challenging Board Compensation Awards Under A Stockholder-Approved Compensation Plan

A&O Shearman on

On April 5, 2017, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery granted defendants’ motion to dismiss a stockholder derivative suit against the directors of Investors Bancorp, Inc., which had asserted a...more

Snell & Wilmer

Public Companies Should Consider Shareholder Reapproval of Section 162(m) Performance Compensation Plans Approved in 2012

Snell & Wilmer on

As public companies continue to prepare for the 2017 proxy season, we wanted to provide a final reminder of an executive compensation related item that might require shareholder approval in 2017. As reported in Part 1 of our...more

Snell & Wilmer

Settlement of Calma v. Templeton Provides Guidance on Setting Director Pay

Snell & Wilmer on

In response to recent lawsuits by the plaintiffs’ bar, I have previously posted about why public company employers may wish to consider adding a separate annual limit on non-employee director equity awards. Just last month...more

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