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Equity Compensation Directors

Mintz - Employment Viewpoints

Another Reminder that Director Limits set forth in Equity Plans Allow Director Compensation to be Reviewed under the more Lenient...

Earlier this month, in In re Investors Bancorp, Inc. Stockholders Litigation, the Delaware Court of Chancery reiterated its view that placing a meaningful limit on director equity awards to be granted under a stockholder...more

Morris James LLP

Court of Chancery Applies Ratification To Equity Grants Under Stockholder Approved Plan

Morris James LLP on

Stockholder approval of an equity compensation plan may or may not constitute ratification over awards to the directors under the plan. When it does, the Court of Chancery will review challenges under the business judgment...more

Dorsey & Whitney LLP

DSU Plans Require Careful Review to Avoid Adverse U.S. Tax Treatment

Dorsey & Whitney LLP on

A Canadian company is planning to adopt a deferred share unit plan (DSU plan) for its directors. Only one or two of its directors are U.S. citizens or U.S. residents (“U.S. Directors”). With only one or two U.S. Directors,...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

Snell & Wilmer

Consider Adding Separate Annual Sublimit on Director Equity Awards

Snell & Wilmer on

In response to the Delaware Chancery Court’s 2012 and 2015 decisions in Seinfeld v. Slager and Calma v. Templeton and Facebook’s 2016 settlement of Espinoza v. Zuckerberg, public companies that are adopting or amending...more

Skadden, Arps, Slate, Meagher & Flom LLP

2016 Compensation Committee Handbook

The Executive Compensation and Benefits Group at Skadden, Arps, Slate, Meagher & Flom LLP is pleased to provide you with this second edition of its Compensation Committee Handbook. This edition reflects developments in...more

Cooley LLP

Blog: Delaware Chancery Court Applies Entire Fairness Standard Of Review To Director Compensation

Cooley LLP on

What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders? That was the question before...more

McCarter & English, LLP

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

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

Latham & Watkins LLP

Director Compensation After Calma v. Templeton: Proactive Steps to Consider

Latham & Watkins LLP on

Delaware case exposes director compensation to heightened “entire fairness” standard absent adequate stockholder ratification - The Delaware Court of Chancery recently decided a case that makes it easier for plaintiffs...more

Sheppard Mullin Richter & Hampton LLP

Back To The Future – Should Stock Incentive Plans Impose Grant Limits on Non-Employee Director Awards?

On April 30, 2015, the Court of Chancery of the State of Delaware rendered an important case decision in a procedural matter dealing with the equity compensation of non-employee members of a company’s board of directors (see...more

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