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Delaware Court of Chancery: Director Equity Grants Subject to 'Entire Fairness' Review
Dodd-Frank.comLink to more items from this source
May 3, 2015

"The court found that the grants were a conflicted decision because all three members of the compensation committee that approved the grants also received the RSU awards. Citing Delaware Supreme Court precedent, the court noted director self-compensation decisions are conflicted transactions that 'lie outside the business judgment rule's presumptive protection, so that, where properly challenged, the receipt of self-determined benefits is subject to an affirmative showing that the compensation arrangements are fair to the corporation.' " [Valma v. Templeton et al., C.A.&ns9579-CB (Del. Ch. Apr. 30, 2015)]

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