1. Delaware Supreme Court Increases Risk For Boards In Making Discretionary Director Compensation Awards

    Delaware Supreme Court Increases Risk For Boards In Making Discretionary Director Compensation Awards

    On December 13, 2017, the Delaware Supreme Court issued a decision in In re Investors Bancorp, Inc. Stockholder Litigation, holding that director compensation awards made pursuant to an equity compensation plan that permits a board of directors discretion in making such awards will not be reviewed under the business judgment rule, which treats them as presumptively valid. Rather, such discretionary awards will be subject to review under the entire fairness standard, which places the burden of proof on the directors to show that the award process and amounts were objectively fair to the corporation and its stockholders...

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