Friedman v. Dolan
Delaware Court of Chancery
2015 WL 4040806 (2015)
- Written by Samantha Arena, JD
Facts
Charles Dolan (defendant) was the executive chairman of Cablevision Systems Corporation (defendant). Charles’s son, James, was a director of Cablevision beginning in 1991, and chief executive officer beginning in 1995. Thomas Reifenheiser, John Ryan, and Vincent Tese (defendants) made up Cablevision’s compensation committee. All three were directors of Cablevision for many years. Between 2010 and 2012, the committee awarded Charles and James compensation packages worth more than $40 million each, including a special grant of stock options meant to incentivize and retain the company’s officers. The committee had determined the compensation amounts after choosing comparison peer groups of other companies, a selection process in which James participated. Julie Friedman (plaintiff), a Cablevision shareholder, filed suit against James, Charles, and the committee, claiming that the committee acted in bad faith by awarding James and Charles unfair compensation, and that James and Charles violated their fiduciary duties by accepting the unfair compensation and stock options. The defendants moved to dismiss the complaint.
Rule of Law
Issue
Holding and Reasoning (Noble, J.)
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