Bill Foley Pay Suit Explores Delaware Director Independence (1)

The limits of Delaware’s presumption of director independence were probed Monday in a derivative challenge to a $50 million equity grant the Fidelity National Financial Inc. board awarded to its founder, Bill Foley.

The directors who approved it, as well as $100,000 equity grants for themselves, can’t look to safe harbors recently upheld by the Delaware Supreme Court because they were parties to the transaction and had a material interest in their own compensation, said Daniel Tepper of Levi & Korsinsky LLP, representing the shareholder leading the litigation.

Two different special committees of the board separately approved the grants, said ...