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Executive Compensation › Corporate Officers › Fiduciary Duty

BCLP

So, You Want To Join A Public Company Board

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Retired senior executives often receive, or seek out, public company directorships as the next step in their journeys. Before accepting, they should carefully evaluate key areas to make sure they are prepared for the...more

Smith Anderson

North Carolina Business Court Clarifies Corporate Director Duties of Care

Smith Anderson on

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

Troutman Pepper Locke

Hot Topic for 2018 Proxy Season: Director Compensation in Wake of New Delaware Supreme Court Ruling

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In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more

Farrell Fritz, P.C.

Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans

Farrell Fritz, P.C. on

What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders,...more

Herbert Smith Freehills Kramer

Fifth Circuit Affirms Dismissal of Claims Relating to Pre-Petition Payments to D&O’s

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The Fifth Circuit, in In the Matter of: ATP Oil & Gas Corp. (Tow v. Bulmahn, et. al.), dismissed breach of fiduciary duty claims and fraudulent transfer claims brought by a chapter 7 trustee relating to cash bonuses and...more

McDermott Will & Schulte

Corporate Law & Governance Update - August 2016

McDermott Will & Schulte on

The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...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

Jackson Walker

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

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The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated party transactions,...more

Jackson Walker

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

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I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Jackson Walker

Navigating Fiduciary Duties In Private Company Mergers And Acquisitions

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I. Introduction. The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated...more

Smith Anderson

Smith Anderson Obtains Dismissal of Dodd-Frank Act “Say on Pay” Claims

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In a groundbreaking new decision, the United States District Court for the Eastern District of North Carolina has dismissed “say on pay” claims against officers and directors of Dex One Corporation. Smith Anderson served as...more

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