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Shareholder Litigation Executive Compensation Derivative Suit

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

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

King & Spalding

Know Your Limits! Section 162(m) and Excess Equity Grants

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In the past few years there has been an uptick in stockholder derivative litigation related to equity compensation granted to named executive officers that exceed the plan share limits. The claims against the companies...more

Pillsbury Winthrop Shaw Pittman LLP

Proxy Season Brings a Third Wave of “Gotcha” Shareholder Litigation

Proxy season is upon us and the plaintiffs’ bar is demonstrating its resourcefulness by bringing a third wave of shareholder litigation. This new wave, which has not crested yet, consists of a return to derivative shareholder...more

Dechert LLP

Defending Section 162(m) Executive Compensation Derivative Suits in the United States

Dechert LLP on

Decisions regarding executive compensation fall squarely within the discretion of a public company’s board of directors. Recently, however, plaintiffs’ firms have been trying to invade the board’s purview by bringing...more

Snell & Wilmer

Delaware Law Update — Delaware Court Applies Heightened Scrutiny to Director Compensation

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In an era of intense investor scrutiny and SEC rulemaking regarding executive compensation, a recent decision by the Delaware Court of Chancery raises questions as to the protections afforded to directors when granting...more

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