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Corporations Keyed to O’Kelley
Amalgamated Bank v. Yahoo! Inc.
Citation:
132 A.3d 752 (2016)Facts
On October 15, 2012, de Castro executed the offer letter and Yahoo issued a press release announcing the hiring of de Castro. On November 12, 2012 de Castro started at Yahoo. His pay package for the first year was $39.2 million, making him the eighth-highest paid executive in Silicon Valley. De Castro, however, did not perform. In every quarter after he started, Yahoo’s advertising revenue declined. He did not get along well with Yahoo department. Within a year of hiring him, Mayer personally took control of de Castro’s advertising team. On February 4, 2014, the Committee met for the first time since de Castro’s termination. Mayer explained the de Castro had not achieved his revenue or operational objectives. Overall he had not performed the desired level. The committee decided not to award de Castro a bonus under the executive incentive plan. On April 16, 2014, in the proxy statement for its annual meeting, Yahoo disclosed to its stockholders that de Castro had been terminated without cause, triggering $59.96 million in severance. De Castro’s actual severance payout was nearly $60 million. On February 24, 2014, Amalgamated served a demand on Yahoo for books and records, contending that it had a legally recognized purpose for exploring these matters.
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2m 27s