F. Hodge O'Neal Corporate and Securities Law Symposium

Litigating Challenges to Executive Pay: An Exercise in Futility?

Kenneth J. Martin and Randall S. Thomas

This Article focuses on the last of shareholders’ alternatives: suing. Shareholder derivative litigation has frequently been an engine for changing abusive corporate practices. The well-tested claims of breach of duty of care, breach of duty of loyalty, and waste, are available when the appropriate facts support them. In recent history, a large number of determined plaintiffs have brought such claims, challenging abusive corporate pay practices in corporations.