Why the Wachtell Bylaw on Director Compensation by Shareholders is Overbroad and May Fail Blasius Scrutiny

The following post comes to us from Brandon S. Gold, a fellow in the Harvard Law School Program on Corporate Governance.  Beginning in the Fall, Brandon will be an associate with Schulte Roth & Zabel LLP.

In a recent memorandum to clients shared on this blog, Wachtell, Lipton, Rosen & Katz urged companies to adopt a bylaw that would effectively prevent hedge funds and other shareholders from offering their director nominees compensation arrangements such as “pay-for-performance” plans.[1] In an effort to weaken shareholder activists, Wachtell has ignored arguments it has been making for decades and has treated the … Read more

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Editor's Tweet: Brandon Gold discusses why the Wachtell Bylaw on director compensation by shareholders is overbroad and may fail blasius scrutiny