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Equity Compensation Shareholder Litigation

Morris James LLP

Chancery Finds Plaintiffs Did Not Plead Demand Futility in a Derivative Suit Challenging a Controlling Stockholder’s Equity Grant

Morris James LLP on

In re Trade Desk, Inc. Deriv. Litig., Consol. C.A. No. 2022-0461-PAF (Del. Ch. Feb. 14, 2025) - In this decision, the Court of Chancery found that stockholders challenging a controlling stockholder’s equity compensation...more

Mintz - Employment Viewpoints

Delaware Court Of Chancery Reaffirms Entire Fairness Standard In Director Compensation

On May 31, 2019, in Stein v. Blankfein, et. al., the Delaware Court of Chancery reaffirmed the Delaware Supreme Court’s holding in In re: Investors Bancorp, Inc. Stockholder Litigation that the “entire fairness” standard...more

A&O Shearman

Reversing A Dismissal, Delaware Supreme Court Declines To Apply Ratification Defense For Discretionary Compensation Awards Under...

A&O Shearman on

On December 13, 2017, the Delaware Supreme Court reversed the Court of Chancery’s dismissal of fiduciary duty breach claims brought derivatively by stockholders of Investors Bancorp, Inc. against its directors in connection...more

Stinson - Corporate & Securities Law Blog

Director Discretionary Compensation Awards Tested by Entire Fairness Standard According to Delaware Supreme Court

The Delaware Supreme Court found in In re Investors Bancorp Stockholders Litigation that director equity grants based on director discretion are subject to an entire fairness standard of review. ...more

A&O Shearman

M&A Watch: Court Questions Accelerated Vesting of Equity Compensation

A&O Shearman on

As we have previously reported, the Delaware Chancery Court recently dismissed the stockholder class action suit In re Columbia Pipeline Group, Inc. Stockholder Litigation, C.A. No. 12152-VCL (Del. Ch. Mar. 7, 2017),...more

A&O Shearman

Delaware Chancery Court Dismisses Suit Challenging Board Compensation Awards Under A Stockholder-Approved Compensation Plan

A&O Shearman on

On April 5, 2017, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery granted defendants’ motion to dismiss a stockholder derivative suit against the directors of Investors Bancorp, Inc., which had asserted a...more

Morris James LLP

Court of Chancery Applies Ratification To Equity Grants Under Stockholder Approved Plan

Morris James LLP on

Stockholder approval of an equity compensation plan may or may not constitute ratification over awards to the directors under the plan. When it does, the Court of Chancery will review challenges under the business judgment...more

King & Spalding

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

King & Spalding on

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

Cooley LLP

Blog: Delaware Chancery Court Applies Entire Fairness Standard Of Review To Director Compensation

Cooley LLP on

What is the judicial standard of review applicable to an award of compensation by directors to directors under an equity incentive compensation plan that has been approved by the shareholders? That was the question before...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

Katten Muchin Rosenman LLP

The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -...more

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