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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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A Queens-based group devoted to the Falun Gong movement—which has been labeled as a cult by the Chinese government—should be defined as a religious institution for the purposes of a lawsuit against a self-styled anti-cult group that it said has allegedly assaulted its members, a federal judge found.
Kenneth Lafave resigned in March over claims he behaved inappropriately from the bench during a 2016 eviction case.
Cyber Crime columnist Peter A. Crusco discusses recent cases addressing some of the more frequently raised issues concerning the parameters of the true threats doctrine.
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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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03/26/2018
New York Law Journal
STRATEGIC LEGAL SOLUTIONS is pleased to announce
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04/23/2018
NYLJ Web
Calcagni Kanefsky LLP continues expanding its team in Newark
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04/23/2018
NJLJ Web
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