News & Analysis as of

Shareholders Fiduciary Duty Equity Compensation

Perkins Coie

BlackRock’s US Proxy Voting Guidelines Updates

Perkins Coie on

BlackRock recently published its updated “Proxy Voting Guidelines for Benchmark Policies - U.S. Securities” for the 2025 proxy season, along with its 2025 “Global Principles for Benchmark Policies” and “Engagement Priorities...more

BCLP

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

BCLP on

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

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

Snell & Wilmer

SEC Update

Snell & Wilmer on

PROXY SEASON PREVIEW - Say-on-Pay and Equity Compensation Plans - Although say-on-pay votes are only advisory in the United States, they will likely continue to be a focus for many companies in the upcoming 2014...more

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