U.S. Supreme Court to Weigh in On Executive Pay

The United States Supreme Court has agreed to hear Jones v. Harris Associates, a case on executive pay.  The case is on manager’s fees in the mutual fund industry, but the holding will likely effect corporate governance in all industries.  Oral arguments are scheduled for November 2.

For coverage of the case see:
http://www.scotuswiki.com/index.php?title=Jones%2C_et_al.%2C_v._Harris_Associates (scotus wiki providing links to briefs and commentary)

http://busmovie.typepad.com/ideoblog/2009/09/more-on-paternalism-and-mutual-funds.html (Larry E. Ribstein’s coverage of commentary exchanged between several professors)

Bainbridge on Fiduciary Duties and Preferred Stockholders

The Court of Chancery’s recent decision in In Re: Trados Incorporated Shareholder Litigation, No. 1512-CC, 2009 WL 2225958 (July 24, 2009) prompted Professor Bainbridge to question the basic issue of whether there ought to be fiduciary duties to preferred stock holders at all   Professor Bainbridge gives a brief overview of this area of Delaware corporate law and concludes that Jedwab v. MGM Grand Hotels, Inc., 509 A.2d 584 (Del. Ch. 1986) should be overturned on both doctrinal and policy grounds.

For the full commentary see the post on his blog.

Amendments Made to the Delaware General Corporation Law

The amendments to the Delaware General Corporation Law that were signed by the Governor this past spring became effective on August 1, 2009.  They can be viewed here.  As described more fully in the synopsis to the legislation, these are very significant amendments, dealing with issues like proxy access bylaws (new Section 112), proxy contest expense reimbursement bylaws (Section 113), bifurcation of record dates for notice and voting at stockholder meetings (amended Section 213 and related sections), and alteration of rights to indemnification and advancement of defense costs (amended Section 145(f)).