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
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