Comp Talks: The Latest re: Director Compensation
Event summary
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Our October 1 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. In the wake of this decision and subsequent cases (e.g., Stein v. Blankfein), a number of public companies have been sued or have received stockholder demands challenging director compensation. As a result, companies may want to consider taking various actions to address this change in the landscape.
Additionally the webcast will explore considerations, beyond litigation-related risk, when designing and implementing director compensation as well as pitfalls to avoid in connection with director compensation in the M&A context.
Specific Topics Include
- How has Investors Bancorp and its progeny changed 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
- Practical considerations in connection with designing director compensation
- Director compensation-related pitfalls to avoid in the M&A context
Confirmed Panelists
- Peter Adams – Partner, Cooley
- Alessandra Murata – Partner, Cooley
- Jessica Valenzuela Santamaria – Partner, Cooley
- Amy Wood – Partner, Cooley
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