Delaware Court of Chancery Applies Entire Fairness to Breach Claim Relating to Non-employee Director Equity Awards | Practical Law
In Calma v. Templeton, et al., the Delaware Court of Chancery held that stockholder ratification of a compensation plan does not avoid the entire fairness standard of review in favor of the deferential business judgment rule when the plan that is approved does not specify the amount or form of compensation to be issued to the company's non-employee directors.