Delaware Court Of Chancery Reaffirms Entire Fairness Standard In Director Compensation

On May 31, 2019, in Stein v. Blankfein, et. al., the Delaware Court of Chancery reaffirmed the Delaware Supreme Court’s holding in In re: Investors Bancorp, Inc. Stockholder Litigation (more information here) that the “entire fairness” standard applies with regard to director approval of director compensation. The Stein case builds on the precedent set in Investors Bancorp and provides additional insights. READ MORE

Strategies for Protecting Compensation and Careers

In the not so distant past, it was not uncommon for successful executives and professionals to spend decades, if not their entire career, with one organization. Increasingly, however, that is not the case. These days, many executives, at one point or another, see their career, compensation, and reputation jeopardized amid allegations of wrongdoing – whether based upon individual performance, overall business performance, or allegations of misconduct. READ MORE

ERISA Nonqualified Deferred Compensation Plans, Restrictive Covenants, and ERISA Preemption

Although typically the province of state law, Employee Retirement Income Security Act (“ERISA”) preemption may override state law limitations when forfeiture-for-competition covenants come within the purview of an ERISA benefit plan. Valid forfeiture provisions in ERISA plans, therefore, may be enforced even in states where forfeiture-for-competition clauses are not typically enforceable. READ MORE