Fidelity Grant to Foley Upheld But Directors Field Pay Challenge

Fidelity National Financial Inc.‘s board prevailed Monday over a derivative challenge to $50 million in equity grants to founder Bill Foley, but its directors will have to face a challenge to $100,000 grants they approved for themselves.

A shareholder lawsuit contesting the compensation decisions tested a stronger presumption of director independence that Delaware enacted last year.

“Applying the statute to the challenged awards highlights an important distinction between conflicted transactions entrusted to a disinterested committee and those approved by directors who are themselves parties to the transaction,” Vice Chancellor Lori W. Will said in an opinion partially granting a ...