By Peter M. Saparoff, Pamela B. Greene, Breton Leone-Quick, and Ari N. Stern
While the “say-on-pay” provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act is not even a year old, it has already spawned several derivative suits against corporate officers and directors. This litigation stemming from “say-on-pay” votes has been costly to companies, with one company paying nearly $2 million to settle its suit. The initial wave of derivative litigation raises several issues that boards should consider.