12
Oct
In the last few years, Delaware courts have issued several rulings in lawsuits involving complaints of excessive compensation to non-employee directors . The takeaways from these cases can be summarized as follows:
Decisions by directors about their own compensation will be reviewed by Delaware courts as a self-dealing transaction under the entire fairness standard, but such decisions can gain the protection of the business judgment rule if such decisions are made pursuant to a director pay limit or proposal that is...