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Breach of Duty › Board of Directors › Ratification

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2024

Skadden, Arps, Slate, Meagher & Flom LLP on

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more

Akin Gump Strauss Hauer & Feld LLP

Delaware Supreme Court Reins in Stockholder Ratification of Director Compensation

Akin Gump Strauss Hauer & Feld LLP on

• Directors were not entitled to stockholder ratification defense where stockholders only approved the general parameters of director and employee bonuses • This marks the first time in nearly 60 years that Delaware’s...more

Morris James LLP

Delaware Supreme Court Clarifies Ratification Defense In Stock Option Cases

Morris James LLP on

In re Investors Bancorp Inc. Stockholder Litigation, No. 169, 2017 (December 13, 2017) - There has been some uncertainly over the effect of stockholder approval of stock option plans for directors, such as does that...more

Womble Bond Dickinson

Delaware General Corporation Law Amendments

Womble Bond Dickinson on

On June 24, 2015, Delaware Governor Jack Markell approved several important amendments to the Delaware General Corporation Law (the “DGCL”),[1] with such amendments generally becoming effective on August 1, 2015. These...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

Butler Snow LLP

Less Is More? Not when it comes to director compensation plans and effective shareholder ratification

Butler Snow LLP on

Companies cannot merely rely upon shareholder approval to obtain protection under the business judgment rule. While the courts in Delaware do frequently apply the standard of waste to claims of breach of fiduciary duty and...more

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