Continuing a recent trend in the Delaware Chancery Court, the court in In re Investors Bancorp, Inc., C.A. No. 12327-VCS (Del. Ch. Apr. 5, 2017), dismissed a derivative complaint because the shareholders of the company had previously ratified certain prospective acts by the company. Specifically, in In re Investors, plaintiff derivative shareholders claimed that the company’s officers and directors breached their fiduciary duties by awarding themselves incentives that represented, in some instances, a twenty-fold increase from the prior year’s incentives. Defendants moved to dismiss, arguing that the executive incentive plan had been ratified by an informed shareholder vote, and the awarded incentives complied with the terms of that plan. Thus, defendants argued, the incentives could only be attacked as corporate waste – a claim not asserted by the plaintiffs. The court granted the defendants’ motion, rejecting plaintiffs’ arguments that shareholder ratification was only valid where (i) shareholders approved specific incentive amounts, or (ii) the shareholder-approved incentive plan was self-executing. The court noted, however, that shareholder approval of incentive plans with no or excessively high compensation limits may not be sufficient to ratify specific incentive awards. However, the plan at issue set “meaningful” limits to incentives, within which limits the awards adhered. As a result, in this case, the award of incentives was subject to the business judgment rule (as opposed to entire fairness), which led to the dismissal of the complaint.