"Even if disclosures succeeded in leading shareholders to discover corporate waste and director dereliction, shareholders would need a forum to seek a remedy. The courts, however, have been unreceptive to cases challenging excessive executive compensation. Part IV of this Article will concentrate primarily on the business judgment rule, which dooms many of these cases. In this discussion, Part IV will highlight a notorious case, People v. Grasso.26 The verdict is clear: Litigation does not work for shareholders."
"This Article explores the demise of fiduciary obligations, emphasizing executive compensation. Part II examines the duty of loyalty and the traditional interpretation accorded by the courts. Part III discusses the evisceration of the duty, particularly the replacement of fairness analysis with the business judgment rule. Process, as this Article will show, has proved an inadequate substitute for fairness. Finally, Part IV proposes a solution."