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Director Compensation Subject to Entire Fairness Standard

The Delaware Court of Chancery recently denied the motion to dismiss filed by Citrix Systems, Inc. and its directors in a derivative suit brought by shareholders. In a challenge to the business judgment rule, the plaintiffs were allowed to proceed with their breach of fiduciary duty claim, and the court noted that the awards were subject to review under the "entire fairness" standard.

20 minute read September 02, 2015 at 12:00 AM
By
David Joffe and Marc Bussone
Director Compensation Subject to Entire Fairness Standard

In Calma v. Templeton, C.A. No. 9579-CB (Del. Ch. April 30, 2015), the Delaware Court of Chancery denied the motion to dismiss filed by Citrix Systems, Inc. (Citrix) and its directors in a derivative suit brought by shareholders.

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