CALMA v. TEMPLETON

C.A. No. 9579-CB.

114 A.3d 563 (2015)

John CALMA, Derivatively ON BEHALF OF CITRIX SYSTEMS, INC., Plaintiff, v. Mark B. TEMPLETON, Thomas F. Bogan, Gary E. Morin, Nanci E. Caldwell, Stephen M. Dow, Murray J. Demo, Godfrey R. Sullivan, Asiff S. Hirji, and Robert D. Daleo, Defendants, and Citrix Systems, Inc., a Delaware corporation, Nominal Defendant.

Court of Chancery of Delaware.

Date Decided: April 30, 2015.


Attorney(s) appearing for the Case

Nicholas J. Rohrer of Young Conaway Stargatt & Taylor, LLP, Wilmington, Delaware; Brian J. Robbins , Felipe J. Arroyo and Jenny L. Dixon of Robbins Arroyo LLP, San Diego, California; Attorneys for Plaintiff.

Thomas A. Beck and Susan M. Hannigan of Richards, Layton & Finger, P.A., Wilmington, Delaware; Brian E. Pastuszenski and Daniel Roeser of Goodwin Procter LLP, New York, New York; Attorneys for Defendants.

Kenneth J. Nachbar of Morris, Nichols, Arsht & Tunnell LLP, Wilmington, Delaware; Attorneys for Nominal Defendant.


OPINION

I. INTRODUCTION

Over the past six decades, Delaware courts have issued numerous decisions concerning ratification of compensation paid to non-employee directors. This Opinion surveys that jurisprudence to determine whether stockholder approval of a compensation plan subjects the self-interested payment of...

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