Comp Talks: The Latest re: Director Compensation Litigation

December 4, 2018
Event details
December 4, 2018
9:00 – 10:00 am Pacific Standard Time

Event summary

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Our December 4 webcast will explore the latest developments in breach of fiduciary duty claims (including stockholder demands and actual cases) asserted against public company boards challenging director compensation. In recent years, following an increase in claims brought by shareholder plaintiffs (and their counsel) challenging director compensation, an increasing number of companies have included director compensation limits in stockholder-approved equity plans as a strategy for deterring and defending breach of fiduciary duty claims alleging that the directors received excessive compensation. However, the December 2017 Investors Bancorp decision by the Delaware Supreme Court raised questions about the effectiveness of those limits and the best way to proceed going forward. Companies may want to consider taking various actions to address this change in the landscape.

Specific Topics Include

  • How did Investors Bancorp change things?
  • Latest developments in director compensation lawsuits and related stockholder demands
  • Who is likely to be targeted?
  • Best practices for making and disclosing director compensation decisions
  • How to ensure that there is a rigorous process relating to the setting of director compensation
  • Going beyond the disclosure requirements to deter plaintiff firms selecting their next targets

Comp Talks is a monthly program designed to address hot topics in compensation for public companies. The goal of the Comp Talks series is to provide practical information to help you:

  • make compensation decisions that motivate your employees, consultants and directors to achieve your business goals,
  • confidently explain those decisions to employees, directors, stockholders and proxy advisory firms, and
  • administer your programs effectively.

Our programs, conducted by Cooley practitioners and industry experts, are designed to give you the information and tools you need to keep up with current compensation trends so you can balance the legal, tax and disclosure requirements and "best practices" with your practical business needs.

Confirmed Panelists

  • Peter Adams – Partner, Cooley
  • Jessica Valenzuela Santamaria– Partner, Cooley
  • Mark Borges – Principal, Compensia
  • Amy Wood – Partner, Cooley

Register to access recorded webcast

For additional information, please email Leah Lowery or call +1 858 550 6465.



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