News & Analysis as of

Executive Compensation Delaware General Corporation Law

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Compensation Committee Handbook

Overview of Committee Member Responsibilities - Compensation committee (Committee) members’ duties and responsibilities generally are outlined in the Committee’s organizational charter approved by the board of directors...more

A&O Shearman

Court Of Chancery Rescinds CEO Compensation Package Under Entire Fairness Review

A&O Shearman on

In a January 30, 2024, post-trial ruling, Vice Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery rescinded a compensation package valued at $55.8 billion awarded by Tesla, Inc. to its CEO,...more

Moore & Van Allen PLLC

Directors and executives take note: Delaware court voids Elon Musk’s $55B Tesla pay package

”Was the richest person in the world overpaid?” That is the question that the Delaware Court of Chancery answered in its Jan. 30, 2024, decision in the shareholder derivative action Tornetta v. Musk, et al., C.A. No....more

Troutman Pepper

Equity Award Delegations for Publicly Traded Companies — The Consumer Finance Podcast

Troutman Pepper on

Please join Troutman Pepper Partners Chris Willis and Sheri Adler as they discuss recent developments in equity award delegations for public companies incorporated in Delaware. Sheri, a member of our Employee Benefits and...more

Smith Anderson

Reminders for the 2023 Annual Report and Proxy Season

Smith Anderson on

As public companies prepare their 2022 annual reports and 2023 proxy statements, they will need to contend with a host of new requirements and disclosure updates stemming from the current geopolitical and economic...more

Stoel Rives LLP

In Case You Missed It - Interesting Items for Corporate Counsel - November 2022

Stoel Rives LLP on

The SEC adopted final clawback rules last month, here, a mere seven years after they were originally proposed! After publication of the final rules in the federal register (soon), stock exchanges must propose listing...more

Morgan Lewis - ML Benefits

Issues to Consider When Officers Grant Equity Awards

Equity-based awards are often a significant element of a company’s compensation program. However, unlike more broad-based employee benefit programs, which are generally only subject to federal laws, equity-based compensation...more

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

Stinson - Corporate & Securities Law Blog

Delaware Reaffirms Entire Fairness Standard for Review of Director Compensation

Quoting both a nearly 70-year-old decision and a nearly 30-year-old SNL skit, the Delaware Court of Chancery, in Stein v. Blankfein et al, reaffirmed that in most circumstances decisions of directors awarding director...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

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Reporting & Compliance and Corporate Governance Series

On February 13, 2018, Skadden hosted a webinar titled “ SEC Reporting & Compliance and Corporate Governance Series: Key Trends in Executive Compensation, Employment Law and Compensation Committee Practices.” Executive...more

Wilson Sonsini Goodrich & Rosati

2017 Delaware Corporate Law and Litigation Year In Review

In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to...more

Stinson - Corporate & Securities Law Blog

Yahoo! Compensation Litigation – History May Not Repeat Itself but it Often Rhymes

The Delaware Court of Chancery has issued an opinion on a Section 220 demand made against Yahoo! No complaint has yet been filed, and although Vice Chancellor Laster speculates on some inferences that can be drawn, no one has...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

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