Summary
This episode of The EC Minute looks at Director Award Limits. The episode looks at three recent key Delaware court cases which have established the current landscape for director compensation for Delaware companies. These cases involved Citrix Systems, Facebook, and Investors Bancorp. The Delaware Supreme Court may have limited the circumstances in which the shareholder ratification defense may be raised, which likely will cause the “entire fairness” standard of review to be applied to decisions involving director compensation. The episode includes things that companies should consider as they grapple with what to do with director compensation and director equity grants in light of these recent Delaware court cases.