Abstract
This Article focuses on the last of shareholders’ alternatives: suing. Shareholder derivative litigation has frequently been an engine for changing abusive corporate practices. The well-tested claims of breach of duty of care, breach of duty of loyalty, and waste, are available when the appropriate facts support them. In recent history, a large number of determined plaintiffs have brought such claims, challenging abusive corporate pay practices in corporations.
Keywords
Executive compensation, Stockholders' derivative actions, Smith v. Van Gorkom 488 A.2d 858 (Del. 1985), Chief executive officers, Wages and salaries, American Law Institute