Corporations Keyed to Klein
Seinfeld v. Bartz
Facts
Defendants wanted to increase the amount of stock options offered to outside directors when they join and what they would receive annually. Defendants, in their proxy statement, listed the retainer fee for each director as $32,000. Plaintiff contends that if the options were valued under the Black-Scholes option valuation method, the compensation for each outside director would be valued at $369,500 at the issuance of the options and over $1 million at the date of the proxy statement. Plaintiff also argues that Defendants did not disclose the adverse tax consequences for the company. Defendant argues that there is neither a statutory basis for disclosing the tax consequences nor a requirement for the Black-Scholes value of the options.
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