Law360, New York ( August 6, 2015, 1:54 PM EDT) -- In the past few years there has been an uptick in stockholder derivative litigation related to equity compensation granted to named executive officers that exceed the plan share limits. The claims against the companies include breach of fiduciary duty, waste of corporate assets, unjust enrichment, and false or misleading disclosures. At the core of these claims is Section 162(m) of the Internal Revenue Code. Section 162(m) limits to $1 million the compensation expense deduction a publicly traded company can take with respect to compensation of certain named executive officers or "covered employees." Excluded from the Section 162(m) deduction limitation is compensation that qualifies as "performance-based," which includes stockholder approval requirements....