This post is part of an ongoing series that examines the way stock exchange independence rules relate to director compensation. We are for the most part including companies from 2017’s Fortune 500 and using information found in their 2017 proxy statements.
NASDAQ and the NYSE have similar rules with respect to director independence. NYSE Rule 303A.01 requires that each listed company’s board of directors be comprised of a majority of independent directors. A director does not qualify as “independent” if he or she has a “material relationship with the company.” NYSE Rule 303A.02(a). I
Read MoreIn In re Medtronic Inc., Shareholder Litigation., 2016 WL 6066253 (Minn. 2017), the Supreme Court of Minnesota affirmed in part, and reversed in part Kenneth Steiner’s (“Respondent”) claims asserted in a class-action challenge to Medtronic, Inc.’s (“Medtronic”) acquisition of Covidien plc (“Covidien”). The court held Respondent’s claim of injury due to an excise tax was derivative and thus subject to Minn. R. Civ. P. 23.09, while the claims asserting injury due to dilution of shareholder’s interest in Medtronic and capital-gains tax liability were direct and thus not subject to the requirements of Minn. R. Civ. P. 23.09.
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