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Executive Compensation › Directors › Fiduciary Duty

Smith Anderson

North Carolina Business Court Clarifies Corporate Director Duties of Care

Smith Anderson on

The North Carolina Business Court recently issued a lengthy opinion discussing the duties of corporate directors. Key points include: ..Directors comply with their duty to exercise adequate oversight if the board makes a...more

Kramer Levin Naftalis & Frankel LLP

Fifth Circuit Affirms Dismissal of Claims Relating to Pre-Petition Payments to D&O’s

Kramer Levin Naftalis & Frankel LLP on

The Fifth Circuit, in In the Matter of: ATP Oil & Gas Corp. (Tow v. Bulmahn, et. al.), dismissed breach of fiduciary duty claims and fraudulent transfer claims brought by a chapter 7 trustee relating to cash bonuses and...more

Mintz - Employment Viewpoints

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

Mintz - Employment Viewpoints on

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

McCarter & English, LLP

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

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

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

Skadden, Arps, Slate, Meagher & Flom LLP

"Fairness of Director Awards Granted Under Market-Standard Equity Plans Comes Under Increased Scrutiny"

Skadden, Arps, Slate, Meagher & Flom LLP on

A Delaware court opinion issued late last week may subject equity grants to directors to increased judicial scrutiny (Calma v. Templeton, No. 9579-CB (Del. Ch. Apr. 30, 2015)). In Calma, the Chancery Court denied the...more

Jackson Walker

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

Jackson Walker on

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 party transactions,...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Executive Compensation and Benefits Alert: Annual Meeting Litigation: How to Prepare"

Skadden, Arps, Slate, Meagher & Flom LLP on

As the 2013 proxy season is now underway, companies should be aware of the recent wave of lawsuits alleging breaches of fiduciary duties by management and directors in connection with compensation-related decisions. These...more

Smith Anderson

Smith Anderson Obtains Dismissal of Dodd-Frank Act “Say on Pay” Claims

Smith Anderson on

In a groundbreaking new decision, the United States District Court for the Eastern District of North Carolina has dismissed “say on pay” claims against officers and directors of Dex One Corporation. Smith Anderson served as...more

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