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FREEDMAN v. ADAMS

No. 230, 2012.

58 A.3d 414 (2013)

Susan FREEDMAN, Plaintiff Below, Appellant, v. William H. ADAMS, III, Keith A. Hutton, Jack P. Randall, Phillip R. Kevil, Herbert D. Simons, Vaughn O. Vennerberg, II, Lane G. Collins, Scott G. Sherman, Bob R. Simpson and XTO Energy, Inc., Defendants Below, Appellees.

Supreme Court of Delaware.

Decided: January 14, 2013.

Attorney(s) appearing for the Case

Robert D. Goldberg, Esquire , Biggs and Battaglia, Wilmington, Delaware; Of Counsel: Alexander Arnold Gershon, Esquire (argued) and Michael A. Toomey, Esquire , Barrack, Rodos & Bacine, New York, New York; and Daniel E. Bacine, Esquire , Barrack, Rodos & Bacine, Philadelphia, Pennsylvania, for Appellant.

Raymond J. DiCamillo, Esquire (argued) and Margot F. Alicks, Esquire , Richards, Layton & Finger, P.A., Wilmington, Delaware, for Appellees.

Before HOLLAND, BERGER, JACOBS and RIDGELY, Justices and VAUGHN, President Judge, constituting the Court en Banc.

BERGER, Justice:

In this appeal we consider whether a derivative complaint challenging a corporate board's decision to pay certain executive bonuses without adopting a plan that could make those bonuses tax deductible states a claim for waste. The trial court concluded that the complaint fails to allege, with particularity, that the board's decision not to implement a so-called Section 162(m) plan was a decision that no reasonable...

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