The Perils of Ignoring a 'No' Vote on Executive Compensation

01 January 2012 Directorship Publication


In an article on derivative lawsuits following negative say-on-pay votes, Partner Roger Lane and Senior Counsel Courtney Worcester note that the burden has shifted to defendants to prove that challenged compensation decisions were made in good faith and in the stockholders' best interests. The authors also observed that recent settlements in executive compensation trials have encouraged additional similar suits.