Shareholder Derivative Suits After Negative Say-On-Pay Votes

Litigating Executive Compensation Challenges and Minimizing Exposure to Lawsuits

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Wednesday, April 18, 2012

Recorded event now available

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Course Materials

This CLE course will provide counsel with an overview of shareholder derivative litigation to date, various theories of liability put forth, defenses asserted and remedies sought. The panel will also discuss actions that compensation committees can take to minimize exposure to shareholder litigation.


Since the advent of say-on-pay, there has been a spate of shareholder derivative suits against companies and their boards after “no” votes on executive compensation plans. Claims have also been brought against compensation consultants for aiding and abetting board actions.

In Sept. 2011, a Georgia court dismissed a shareholder derivative suit against Beazer Homes. Just weeks later, the court in the Southern District of Ohio denied Cincinnati Bell’s motion to dismiss finding that the defendants’ ability to rely on the business judgment rule is a question for trial.

These seemingly inconsistent rulings cast great doubt, confusion and unpredictability regarding future say-on-pay suits. As such, compensation committees should carefully review compensation policies, their decision-making process and the independence of compensation consultants.

Listen as our authoritative panel of attorneys discusses the current say-on-pay litigation landscape, the theories, defenses and remedies sought, and best practices for compensation committees to minimize exposure.



  1. Overview of shareholder litigation activity
  2. Theories of liability and remedies sought
  3. Defenses asserted
  4. Best practices for companies and boards to minimize shareholder derivative litigation


The panel will review these and other key questions:

  • What theories of liability have been advanced against companies and their boards and how is a negative vote on compensation being used to support the allegations?
  • Are compensation committees now a new class of defendants in these shareholder derivative suits?
  • What steps should compensation committees take to minimize exposure to shareholder derivative claims?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Paul R. Bessette
Paul R. Bessette

Greenberg Traurig

He has a national securities litigation practice with clients ranging from established Fortune 100 companies to the...  |  Read More

Ronald W. Stevens
Ronald W. Stevens

K&L Gates

He represents financial institutions and other publicly held companies and their directors and officers in class...  |  Read More

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