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Compensation & Benefits › Fiduciary Duty › Executive Compensation

The Wagner Law Group

Merger and Acquisition Considerations for Employee Benefit Plans

The Wagner Law Group on

In the context of mergers and acquisitions, an acquisition target’s qualified retirement plans, health plans, executive compensation arrangements, and benefit programs (referred to collectively as “benefit programs”) can all...more

A&O Shearman

Court Of Chancery Rescinds CEO Compensation Package Under Entire Fairness Review

A&O Shearman on

In a January 30, 2024, post-trial ruling, Vice Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery rescinded a compensation package valued at $55.8 billion awarded by Tesla, Inc. to its CEO,...more

Goodwin

Key Compensation Considerations for Public Companies in a Market Downturn

Goodwin on

As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more

Wilson Sonsini Goodrich & Rosati

Delaware Courts Continue Strict Review of Compensation Matters; Practical Advice on Decision-Making Processes

Wilson Sonsini Goodrich & Rosati on

On April 27, 2022, Vice Chancellor Sam Glasscock of the Delaware Court of Chancery issued an opinion, on a motion to dismiss, addressing several important governance topics about director and officer compensation—including...more

Stinson - Corporate & Securities Law Blog

Proxy Statement Adequately Described Purpose of Equity Incentive Plan

Stinson - Corporate & Securities Law Blog on

In Pascal v. Czerwinski et al, the Delaware Court of Chancery considered whether disclosures in Columbia Financial’s 2019 proxy statement related to the adoption of an equity incentive plan, or EIP, were adequate. ...more

Proskauer - Employee Benefits & Executive...

[Podcast]: ERISA Plan Asset “Hard-Wired” Conduit Feeders

Proskauer - Employee Benefits & Executive... on

For a number of ERISA, tax and other regulatory reasons, it may be desirable for the manager or sponsor of an investment fund or other structure to utilize what is often referred to as a plan asset “hard-wired” conduit...more

Womble Bond Dickinson

Time to Review Executive Compensation Arrangements in Light of IRS Guidance on Section 162(m)

Womble Bond Dickinson on

Last week, the Internal Revenue Service (the “IRS”) published limited initial guidance regarding key aspects of the changes brought about by the Tax Cuts and Jobs Act of 2017 (the “Act”) to Section 162(m) of the Internal...more

Troutman Pepper

Hot Topic for 2018 Proxy Season: Director Compensation in Wake of New Delaware Supreme Court Ruling

Troutman Pepper on

In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more

Farrell Fritz, P.C.

Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans

Farrell Fritz, P.C. on

What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders,...more

Orrick, Herrington & Sutcliffe LLP

New Delaware Supreme Court Ruling on Excess Director Compensation: A Return to Formula Plans?

Orrick, Herrington & Sutcliffe LLP on

On December 13, 2017, in Re Investors Bancorp, Inc. Stockholder Litigation ("Bancorp"), the Supreme Court of Delaware held that when stockholders have approved an equity incentive plan that gives the directors discretion to...more

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