Friedman v. Dolan

Pending litigation asserted claims related to compensation awarded to Defendants. Specifically, a compensation committee with various ties to the controlling shareholder family awarded executive compensation and benefits to the patriarch of that family and his son. In addition, a board dominated by members of the controlling family approved non-executive director compensation, which accrued to three family-member directors with qualifications and attendance records that were called into question. Plaintiff filed this action to remedy alleged harms primarily through damages and disgorgement. Defendants moved to dismiss pursuant to Court of Chancery Rule 12(b)(6). The Court of Chancery granted Defendants’ motions to dismiss, holding that although the amount of compensation and board composition raised some concern, that concern did not justify judicial intervention in this case. View "Friedman v. Dolan" on Justia Law