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James H.S. Levine and Douglas Herrmann of Pepper Hamilton. James H.S. Levine and Douglas Herrmann of Pepper Hamilton.

Over the past several years, the Delaware Court of Chancery has applied the stockholder ratification defense in challenges to director compensation awards made pursuant to stockholder approved equity incentive plans (EIPs). As a general rule, those cases have held that where stockholders approved a “meaningful limit” on director compensation awards, directors’ decisions to award equity within the scope of those limits would be protected by the defense.

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