Chancery Addresses Director Compensation Under ‘Investors Bancorp’ in ‘Stein’
June 12, 2019
In Stein v. Blankfein, C.A. No. 2017-0354-SG (Del. Ch. May 31), the Delaware Court of Chancery issued one of its firstopinions addressing director compensation following the Delaware Supreme Court’s ruling in In re Investors BancorpStockholder Litigation, 177 A.3d 1208 (Del. 2017), that stockholder approval of a compensation plan may only “ratify”future director awards if the board is left with no further discretion in awarding grants under the plan. ApplyingInvestors Bancorp, the court in Stein declined to dismiss a challenge to discretionary director awards. The courtnevertheless dismissed related disclosure claims, including those seeking to invalidate past equity grants, inaccordance with the Delaware courts’ preference for disclosure claims to be pressed pre-closing.