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Executive Compensation Fiduciary Duty

Lowenstein Sandler LLP

Corporate Governance Takeaways Following Rescission of Elon Musk’s $55.8 Billion Equity Compensation Package

“Was the richest person in the world overpaid?” That’s how the Delaware Court of Chancery (the Court) began the 200-page opinion in Tornetta v. Musk to rescind Elon Musk’s entire $55.8 billion 10-year equity compensation...more

The Wagner Law Group

Merger and Acquisition Considerations for Employee Benefit Plans

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In the context of mergers and acquisitions, an acquisition target’s qualified retirement plans, health plans, executive compensation arrangements, and benefit programs (referred to collectively as “benefit programs”) can all...more

BCLP

Tesla’s Super-charged Equity Award to Elon Musk Unplugged by Delaware Court Cautionary Tale for Boards and Executives

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The Delaware Chancery Court invalidated a substantial equity award to Elon Musk – the largest in history. It applied the entire fairness test instead of the more deferential business judgment rule, finding that Musk...more

A&O Shearman

Court Of Chancery Rescinds CEO Compensation Package Under Entire Fairness Review

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In a January 30, 2024, post-trial ruling, Vice Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery rescinded a compensation package valued at $55.8 billion awarded by Tesla, Inc. to its CEO,...more

Goodwin

Delaware Court of Chancery Rescinds Elon Musk’s $55.8 Billion Compensation Package in Cautionary Tale About Director Independence...

Goodwin on

On January 30, 2024, the Chancellor of the Delaware Court of Chancery struck down the $55.8 billion compensation plan that Tesla, Inc.’s board of directors had granted to Tesla’s well-known CEO, Elon Musk, finding that the...more

Goodwin

Key Compensation Considerations for Public Companies in a Market Downturn

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As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more

Fisher Phillips

Tides Have Turned: 4 Key Takeaways for Employers as Labor Department Clears Way for ESG-Focused Investment Options

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The tides can turn quickly in the world of workplace law, and employers who operate as plan fiduciaries for their employees’ retirement investments can now shift their thinking thanks to the latest development. While the...more

Williams Mullen

[Event] Benefits Forum 2022: Retirement Plans - Risks, Rewards & What's Ahead - September 22nd, Richmond, VA

Williams Mullen on

This hybrid event offers two options for attendance: in-person or webinar. Both options will have an interactive experience and SHRM credit, so choose the method that works best for you. Topics include: > SECURE Act...more

Smith Anderson

North Carolina Business Court Clarifies Corporate Director Duties of Care

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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

Wilson Sonsini Goodrich & Rosati

Delaware Courts Continue Strict Review of Compensation Matters; Practical Advice on Decision-Making Processes

On April 27, 2022, Vice Chancellor Sam Glasscock of the Delaware Court of Chancery issued an opinion, on a motion to dismiss, addressing several important governance topics about director and officer compensation—including...more

McDermott Will & Emery

Understanding a Trustee’s Role in Management Incentive Plans

On May 5, 2022, McDermott Partner Erin Turley delivered a presentation during the 2022 TEA National Conference titled “Understanding a Trustee’s Role in Management Incentive Plans.” Her presentation focused on the trustee’s...more

Stinson - Corporate & Securities Law Blog

Chancery Considers Whether Acceptance of Equity Grant Violated Fiduciary Duties

In Knight v. Miller et al the Delaware Court of Chancery considered, among other things, whether the acceptance of an equity grant violated fiduciary duties. The case was before the Court on a motion to dismiss....more

Verrill

How many participants is too many for a top hat plan?

Verrill on

A client recently reviewed a census of participants in its deferred compensation plan and found that the covered group amounted to nearly 15% of its total workforce. Mindful of the need to limit the number of participants in...more

BCLP

BCLP Benefits Newsletter: Summer 2021

BCLP on

Congress extended the availability of refundable tax credits for Eligible Employers who provide paid family leave or sick leave from April 1, 2021 to September 30, 2021 in connection with COVID-related illness. Under ARPA,...more

Blake, Cassels & Graydon LLP

Pensions, Benefits & Executive Compensation Newsletter – March 2021

Welcome to the 29th issue of the Blakes Pensions, Benefits & Executive Compensation Newsletter. This newsletter provides a summary of recent jurisprudential developments that affect pensions, benefits and executive...more

Bracewell LLP

ESG Investing and Retirement Plans

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Background - As ESG (environmental, social and governance) investing recently has drawn the attention of governmental agencies that oversee the administration of qualified retirement plans and their trillions of dollars...more

Stinson - Corporate & Securities Law Blog

Proxy Statement Adequately Described Purpose of Equity Incentive Plan

In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate. ...more

Epstein Becker & Green

[Webinar] Hot Topics and Trends in Employee Benefits for 2021 - December 3rd, 12:00 pm - 1:00 pm ET

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Please join us for our live Hot Topics and Trends in Employee Benefits for 2021 webinar on Thursday, December 3, 2020. Attorneys from our Employee Benefits and Executive Compensation practice will provide insights on current...more

Jones Day

Shareholder Derivative Litigation Concerning Diversity in Corporate Leadership Is an Emerging Trend

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The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their commitment to diversity....more

Morris James LLP

Delaware Supreme Court Clarifies Materiality Standard for Director Disclosure

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A plaintiff challenging a merger when a majority of the board approving the transaction is disinterested and independent and there is no controlling stockholder on both sides cannot state a cognizable claim of breach of...more

Proskauer - Employee Benefits & Executive...

[Podcast]: ERISA Plan Asset “Hard-Wired” Conduit Feeders

For a number of ERISA, tax and other regulatory reasons, it may be desirable for the manager or sponsor of an investment fund or other structure to utilize what is often referred to as a plan asset “hard-wired” conduit...more

Womble Bond Dickinson

Recent Director and Executive Compensation Lawsuits Heighten Need for Robust Corporate Governance

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Over the past two years, there has been an uptick in the number of lawsuits challenging director and executive compensation. Cases such asIn Re: Investors Bancorp, Stein v. Blankfein, Hertz v. Frissora and, most recently,...more

Dechert LLP

Electricity in the Air: Court Decides that Stockholder Ratification Not Enough to Insulate Tesla CEO’s $55.8 Billion Compensation...

Dechert LLP on

The Delaware Chancery Court rejected an attempt by Tesla’s Board of Directors to dismiss a challenge to CEO Elon Musk’s “extraordinary” 2018 compensation package. Because Musk is also Tesla’s controlling stockholder, the...more

A&O Shearman

Delaware Court Of Chancery Finds Allegations Of Personal And Professional Relationships Sufficient To Excuse Pre-Suit Demand

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On September 30, 2019, Chancellor Andre G. Bouchard of the Delaware Court of Chancery denied defendants’ motion to dismiss a stockholder derivative action for breach of fiduciary duties in connection with BGC Partners, Inc.’s...more

Morgan Lewis - ML Benefits

Avoiding Employee Benefits–Related R&W Policy Exclusions

The Basics - Representations and warranties insurance (R&W Insurance) protects a party from financial losses resulting from inaccuracies in the representations and warranties made about a target company or business in...more

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