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Officer’s Fiduciary Duty When Negotiating HisHer Own Compensation Agreements
  • Winston & Strawn LLP
  • USA
  • July 20 2016

I have blogged frequently on the fiduciary duty of a board of directors or compensation committee when negotiating and setting executive compensation


The Delaware quarterly July - September 2014
  • Winston & Strawn LLP
  • USA
  • October 2 2014

Deserving particular attention this quarter are two decisions: the Delaware Supreme Court's opinion in Wal-Mart Stores, Inc. v. Indiana Electrical


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


The Delaware quarterly January - March 2014
  • Winston & Strawn LLP
  • USA
  • April 6 2015

Dominating headlines in Delaware this quarter were a panoply of cases and proposed legislative amendments to the Delaware General Corporation Law


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


JCPenney settles class action lawsuit over allegedly deceptive sales
  • Winston & Strawn LLP
  • USA
  • November 16 2015

The J.C. Penney Company recently announced that it has reached a settlement to resolve a false advertising class action lawsuit that alleged it had


JCPenney hit with class action lawsuit for alleged misrepresentation of sales discounts
  • Winston & Strawn LLP
  • USA
  • March 20 2012

A customer has filed a proposed class action complaint against JCPenney in the Central District of California


More bad news in the trend of lawsuits against non-executive directors over their own compensation
  • Winston & Strawn LLP
  • USA
  • July 23 2014

Lawsuits against directors, officers, and the company alleging that the compensation paid or awarded to one or more executives was excessive


The Delaware quarterly October - December 2014
  • Winston & Strawn LLP
  • USA
  • January 8 2015

It was a busy final quarter of 2014 for the Delaware Court of Chancery. Of particular note: (i) three decisions on aiding and abetting breach of


Massachusetts business judgment rule
  • Winston & Strawn LLP
  • USA
  • May 9 2011

On May 6th, the Second Circuit, after receiving answers to certified questions, held that under Massachusetts law, the business judgment rule can be applied to dismiss a derivative complaint prior to a corporation's rejection of the demand that serves as the basis for the suit