Gail Weinstein is Senior Counsel and Warren S. de Wied is a Partner at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank publication by Ms. Weinstein, Mr. de Wied, Philip Richter, Steven Epstein, Robert C. Schwenkel, and Scott B. Luftglass. This post is part of the Delaware law series; links to other posts in the series are available here.
Saba Software, Inc. Stockholder Litigation (March 31, 2017) is the first case that we are aware of in which the Delaware Court of Chancery has declined to apply “cleansing” under Corwin. The decision appears to be grounded in the unusual facts of the case, and, in our view, confirms the recent trend of Delaware decisions that indicate that Corwin cleansing of non-controller stockholder-approved transactions is likely to be precluded only in unusual and egregious circumstances.
Behavioral Implications of the CEO-Employee Pay Ratio
More from: Lynne Dallas
Lynne L. Dallas is Professor of Law at University of San Diego School of Law. This post is based on Professor Dallas’ recent comment letter submitted to the SEC, available here.
On February 6, 2017 the Securities and Exchange Commission requested comments on further delay in implementing Section 953(b) of the Dodd-Frank Act that requires disclosure of CEO-employee pay ratios by public companies. This request should be analyzed in the context of a law that has been on the books almost seven years and has already been the subject of extensive public comments and SEC releases. Moreover, the SEC has granted to public companies considerable flexibility in calculating their ratios. These companies have substantial capabilities with today’s technology to collect and analyze data.
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