Delaware Tightens Scrutiny Of Director Compensation

Law360, New York ( June 22, 2015, 10:27 AM EDT) -- Since the 1950s, it had been black-letter law that where boards of Delaware corporations, pursuant to authority conferred by executive compensation plans approved by the shareholders, grant compensation awards, those awards, if challenged in court, are reviewed under the business judgment rule. Under that standard, the compensation award will be upheld unless it is shown to have amounted to corporate waste, i.e., that the corporation received in exchange no benefit or value from the services of the persons being compensated. That lenient form of judicial review was noncontroversial where the award recipients were executives or other employees, because the board had no conflicting interest and it was therefore presumed the grant of the award represented a disinterested, independent board judgment that the award served the corporation's best interest....

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