Way too high: Disparity between salaries of CEO’s and average employees in other countries, b/c protect by the BJR. Actions on behalf of the corporation may be brought in an effort to recover the excess or “ unreasonable” amount of compensation paid to executivesDuty of loyalty claimA procedural duty of care claim asserting that a board was grossly negligent in the procedures it used, in the information it considered in setting ECA substantive duty of care claim asserting that a board committed a “waste in setting executive compensation”§144(c) discusses the Marciano case that say s in a deadlock if you can satisfy none of the escape hatches it’s still okay if you prove it is fair. When determining EC, directors are often establishing their own compensation.This is most important self- dealing are b/c it’s unavoidable, subject to much abuseCompensation agreements are significantly influenced by tax concerns: wages are tax deductible, dividends paid to SH are not. in CHC is set by the BD, and in typical one, all of the directors also serve as officers of the company. Executive Compensation and the Waste DoctrineStandard: Executive comp. Holding/ Majority rule: Even if there is the existence of a corporate opportunity, the court might decline to impose liability if there was adequate disclosure.
![define avowed define avowed](https://img.haikudeck.com/mg/8521f8ad65_1458317809493.jpg)
***The “avowed business purpose test” just as ambiguous as the line of business test. Avowed means how the corporation holds themselves out publicly or to the SH/ BD.E.g., in the Harris case, golf course never avowed that they were in real estate business to the public.