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Showing posts with the label say-on-pay

The Disney Case: Sharpening Up a Premise

In June 2006 the Supreme Court of the State of Delaware handed down a decision on the duties that members of a board of directors owe to the stockholders. Because of the high-profile boardroom fighting behind the decision, and of course the famous name of the company, this decision is better known than are many equally-important corporate and securities law decisions: Yet  In re Walt Disney Co. Derivative Litigation has a good deal of significance even aside from all that. A major New York corporate-law firm, Wachtell Lipton , recently mailed its various corporate clients a "Compensation Committee Guide," explaining how they can determine the salaries, perqs, etc., of their Big Shot executives with minimal litigation blowback. It intrigues me that in a 2013 pamphlet prepared for this purpose, a 7-year-old Disney case, something that happened before the great financial crisis, before Dodd-Frank, before the recent say-on-pay litigation, still has to be given and is giv...