Ineffective Stockholder Approval for Director Equity Awards

Harvard Law School Forum on Corporate Governance and Financial Regulation

Regina Olshan Joseph M. Penko Joseph M. Yaffe

In December 2017, the Delaware Supreme Court ruled that, except under limited circumstances, the court will apply the "entire fairness" standard of review to director compensation awards granted pursuant to stockholder-approved equity plans, rather than the deferential “business judgment rule.”