Part 12/15:
This case has profound implications for Delaware corporate law, especially in high-stakes executive compensation disputes involving influential CEOs and large corporate entities. It tests the boundaries of control, influence, shareholder ratification, and remedies for breach of fiduciary duties.
Ratification as a Shield and a Safety Valve
The court's consideration of shareholder ratification underscores Delaware’s respect for shareholder democracy. Courts generally uphold fully informed, voluntary shareholder votes, even if earlier processes were flawed, provided secrecy, independence, and full disclosure are maintained.