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Delaware Supreme Court Adopts Fairness Standard of Review for Discretionary Equity Compensation for Directors

On December 13, 2017, the Delaware Supreme Court held that discretionary equity compensation grants to directors are subject to an ?Ç£entire fairness?Ç¥ standard of review, rather than the more deferential ?Ç£business judgment?Ç¥ rule, even if the equity incentive plan has been adopted and approved by the company?ÇÖs stockholders. Specifically, the Delaware Supreme Court held that when stockholders have approved an equity incentive plan that gives the company?ÇÖs directors discretion to grant themselves awards within general parameters, the directors will be required to prove the fairness of their awards to the corporation and will not be able to rely on the business judgment rule unless (i) the directors submit specific compensation decisions related to equity grants to themselves for approval by fully informed, un-coerced, and disinterested stockholders, or (ii) the plan is self-executing (i.e., the plan grants awards to directors over time based on fixed criteria, with the specific amounts and… Continue Reading

Three Things Employers Should Know When Seeking EPLI Coverage For Sexual Harassment Claims

At a time when tolerance seems to be an increasingly precious commodity, society can celebrate an awakening intolerance for sexual harassment. For all of the scandal and salacious detail dominating the media in recent months, there is the hope that victims of depravity can find empowerment and healing, if not justice, too. Countless public figures?Çöonce insulated from accountability by wealth, power and status?Çöhave been forced to reckon with the reality of their crimes and consequences. But high-profile resignations and public apologies imply a finality and resolution for wrongdoers that is much slower in coming for those wounded by workplace impropriety. And for every victim, there are countless others?Çöincluding families, friends, institutions and communities?Çöwho are swept up in the aftermath of sexual assault. Among those exposed to significant risk surrounding what can only be called a revolution in public attitudes and societal standards governing sexual harassment are employers, supervisors and others,… Continue Reading

December 2017