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Joseph M. McLaughlin and Shannon K. McGovernInvestors, proxy advisory services and corporate governance watchdogs closely monitor executive compensation, and express their views on executive pay in diverse fora, ranging from advisory Say on Pay votes required under the Dodd-Frank Act to a CEO Salary Watchdog Facebook page. In the absence of stockholder approval, if a stockholder adequately alleges that directors breached their fiduciary duties by awarding themselves equity pursuant to an incentive plan, the directors must prove that the awards are entirely fair to the corporation. In litigation challenging compensation awarded by the board under an equity incentive plan that has been approved by a majority of informed and disinterested stockholders, however, the affirmative defense of stockholder ratification becomes relevant. Otherwise self-interested director compensation awards made within the confines of a fixed plan approved by fully informed stockholders may be subject to the deferential business judgment rule, not the entire fairness standard. The Delaware Supreme Court recently clarified the limits of the stockholder ratification defense in litigation challenging director compensation awarded under the parameters of a stockholder-approved compensation plan. In In re Inv’rs Bancorp Stockholder Litig., 177 A.3d 1208 (Del. 2017), the court recognized a business-judgment safe harbor for directors where the equity awards approved by stockholders are sufficiently specific as to amounts and terms. But when stockholders have approved an equity incentive plan that gives directors discretion to grant themselves awards within general parameters, and a stockholder adequately alleges that the directors inequitably exercised that discretion, a ratification defense is unavailable and the directors must prove the fairness of the awards to the corporation.
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PwC Launches New Local Law Practice in Singapore, Hiring Prominent Partner from a Top Singapore Firm
"Let s start with a simple but important distinction between goals and outcomes. Goals are what the client wants. Outcomes are what the client gets."
In his Intellectual Property column, Stephen Kramarsky discusses the ‘Wayback Machine,’ an “inconceivably large, entirely free archive that captures and preserves evidence of the contents of the Internet at a given time.”
The deferred prosecution agreement with the Department of Justice represents the first coordinated resolution with French authorities in a foreign bribery case, according to officials.
PSAs have become a mainstay in the Chapter 11 restructuring process, and it is therefore vital for distressed investors and other creditors to have a clear understanding of the legal terms of a contemplated PSA. This article examines the language of certain key provisions typically found in a PSA, and provides a brief survey of provisions agreed to by debtors in bankruptcy proceedings.
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October 03, 2018
Washington, DC
National Women In Law Awards 2018 program honors top women lawyers who have made a remarkable difference in the legal profession.
October 10, 2018
New York, NY
The New York Law Journal honors those attorneys and judges who have made a remarkable difference in the legal profession in NY.
October 10, 2018
New York, NY
A practical Program Expanding Opportunities For Women In The Legal Profession
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ALM Marketing Services | May 25, 2018
Join this webcast for an understanding of how new approaches to diversity evaluation and emerging technologies can help track a firm’s performance to achieve better gender diversity in litigation.
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Sponsored by: Zapproved | April 23, 2018
[ON-DEMAND] Sponsored by: Keeping up with case law is challenging. New opinions come out every day, and they’re…
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[ON-DEMAND] Join this webinar and get real-life insights, from case study examples, to help you break down the value and make the business case to leaders at your own organization.
Hicksville, New York, United States
Nassau and Westchester County offices of prominent NY area civil litigation defense firm seeks motivated associates with excellent research/...
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Fabiani Cohen & Hall, LLP This mid-sized firm specializing in the defense of bodily injury and property damage actions for major develo...
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Prominent mid-sized law firm specializing in insurance defense litigation is seeking a seasoned Legal Secretary 5+ years’ experience w...
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07/16/2018
NYLJ Web
BARASCH McGARRY SALZMAN & PENSON is proud to announce that Dana Cohen Cutting and Sara Director have been made partners of the firm.
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07/16/2018
NJLJ Web
IN MEMORIAM JAMES M. MULVANEY July 2, 1947 - July 9, 2018
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07/16/2018
NJLJ Web
MAGGS & MCDERMOTT LLC is pleased to Welcome Our Newest Partner Michael M. DiCicco.
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