Delaware Dismissal of Excessive Director Pay Case

Harvard Law School Forum on Corporate Governance and Financial Regulation

Edward B. Micheletti Regina Olshan Michael R. Bergmann

Skadden attorneys review an October 2019 decision in which the Delaware Court of Chancery decisively dismissed a stockholder derivative case raising nonemployee director compensation claims, thereby providing a roadmap for how boards can respond to demand letters raising such compensation challenges and support reasonable compensation decision-making.
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