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Derivative Suit Business Judgment Rule Executive Compensation

Skadden, Arps, Slate, Meagher & Flom LLP

A Pipe Is Indeed a Pipe: Delaware Court of Chancery Provides Important Guidance to Companies by Dismissing Excessive Director Pay...

On October 30, 2019, the Delaware Court of Chancery struck a major blow against the plaintiffs’ bar’s efforts to lower the statutory hurdle to maintaining stockholder derivative claims. A stockholder of Ultragenyx...more

Patterson Belknap Webb & Tyler LLP

Business Judgment Rule Applies to a Board’s Response to Take “All Necessary Actions”

What legal standard applies to assess a corporate board’s refusal to pursue litigation in response to a shareholder’s demand to take “all necessary actions” to correct alleged director misconduct?...more

Allen Matkins

No Calm In Delaware After Calma v. Templeton

Allen Matkins on

In derivative suits, cases are essentially lost and won at the motion to dismiss stage.  Unless the defendants succeed in winning dismissal, they must confront an unhappy choice between continued litigation with all of its...more

Jackson Walker

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

Jackson Walker on

I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Dechert LLP

Defending Section 162(m) Executive Compensation Derivative Suits in the United States

Dechert LLP on

Decisions regarding executive compensation fall squarely within the discretion of a public company’s board of directors. Recently, however, plaintiffs’ firms have been trying to invade the board’s purview by bringing...more

Snell & Wilmer

Delaware Law Update — Delaware Court Applies Heightened Scrutiny to Director Compensation

Snell & Wilmer on

In an era of intense investor scrutiny and SEC rulemaking regarding executive compensation, a recent decision by the Delaware Court of Chancery raises questions as to the protections afforded to directors when granting...more

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