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Follow-Up on Facebook Litigation Settlement
  • Winston & Strawn LLP
  • USA
  • January 29 2016

I blogged Wednesday on the proposed settlement of the "shareholder" lawsuit against Facebook's over its directors' compensation, Espinoza v


Facebook Settles Lawsuit Over Directors’ Compensation
  • Winston & Strawn LLP
  • USA
  • January 27 2016

We have previously blogged on the lawsuit filed against the directors of Facebook (including employee directors Mark Zuckerberg and Sheryl Sandberg


U.S. Supreme Court Shoots Down Another Stock Drop Case Against Officer-Fiduciaries
  • Winston & Strawn LLP
  • USA
  • January 26 2016

Yesterday, the U.S. Supreme Court ruled unanimously in favor of the fiduciaries of the Amgen 401(k) Savings Plan, in the latest of the so-called


Court Allows Company to Terminate Its Annual Incentive Plan and Avoid Payments Narrowly
  • Winston & Strawn LLP
  • USA
  • January 20 2016

A federal court decision last month in the Northern District of Illinois Chicago considered a company's ability to terminate its annual bonus plan


Follow Up on the Henkel Non-Qualified Plan Case
  • Winston & Strawn LLP
  • USA
  • December 28 2015

Many readers are off this week, so I will blog on a development that is not hugely important. Readers will recall my previous two blogs on Davidson v


Think Automatic Vesting on a Change in Control Is Not Important? Ask This Former Employee
  • Winston & Strawn LLP
  • USA
  • December 16 2015

As many readers know, one of the most significant trends in equity plan design, fueled largely by investors and proxy advisors, is to eliminate


Executive Compensation Litigation Update - Judge Posner Gives Compensation Committee a Mulligan
  • Winston & Strawn LLP
  • USA
  • December 14 2015

Judge Richard Posner of the Seventh Circuit Court of Appeals is one of the most published and widely quoted judges. Those unfamiliar with his


Some clarification on director independence in litigation
  • Winston & Strawn LLP
  • USA
  • November 17 2015

Experienced executive compensation professionals may recall - in the days before this blog - attempts to characterize certain non-employee directors


Executive compensation litigation update - preliminary decision in favor of plaintiffs in lawsuit over Facebook directors’ compensation
  • Winston & Strawn LLP
  • USA
  • November 12 2015

In Zuckerberg, Facebook did not even bother to argue that the case should be dismissed due to the demand failure because six of the eight members of


Early heads-up for proxy season 2016 protecting directors
  • Winston & Strawn LLP
  • USA
  • July 30 2015

One item your board might consider for year end 2015 and early 2016 is amending the company's charter to add the exculpating protection of DGCL