Shaev v. Saper’s Empirical Analysis
320 F.3d 373 · 2003
Citation profile
7 federal appellate · 8 district · 1 state decisions
How this case has been cited
Cited by 26 later decisions — most recently May 2024 · most notably In re Insurance Brokerage Antitrust Litigation (2010), Tracinda Corp. v. DaimlerChrysler AG (2007)
7 federal appellate · 8 district · 1 state decisions
Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.
Relationships
Applies 15 U.S.C. § 78N (§ 14 of the Securities Exchange Act of 1934) · 26 U.S.C. § 162 · 26 U.S.C. § 6110 · 28 U.S.C. § 1367
Relies on TSC Industries, Inc. v. Northway, Inc. · Mills v. Electric Auto-Lite Co. · J. I. Case Co. v. Borak · Virginia Bankshares, Inc. v. Sandberg · Shapiro v. UJB Financial Corp.
Most-quoted passages
The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 26 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.
“[t]he Proxy Statement’s omission of the performance goals ... material because the stockholders had no way of knowing that [defendant] had not earned the $3,285,714 bonus under the terms of the currently existing plan. The Proxy Statement contains no discussion of the 1997 Plan or how the 2000 amendment compares with the 1999 supplement or the 1997 Plan. The defendants respond that the two Plans have little to do with one another: “there was no need to publish the 1997 Plan again in the Proxy Statement nor was there a need to compare it to the 2000 Plan since both were to be in effect if the shareholders approved the 2000 Plan.” This argument is sophistical because the 2000 amendment was not a stand-alone Plan. On the contrary, it was an amendment to an unstated supplement. To determine the overall incentive effects, stockholders would have had to read the three documents together, and they did not have them.”
1 later decision quote this exact passage · from the majority“The requirements ... are not satisfied if the compensation would be paid regardless of whether the material terms are approved by shareholders. The material terms include the employees eligible to receive compensation; a description of the business criteria on which the performance goal is based; and either the maximum amount of compensation that could be paid to any employee or the formula used to calculate the amount of compensation to be paid to the employee if the performance goal is attained (except that, in the case of a formula based, in whole or in part, on a percentage of salary or base pay, the maximum dollar amount of compensation that could be paid to the employee must be disclosed).”
1 later decision quote this exact passage · from the majority“(i) the performance goals are determined by a compensation committee of the board of directors of the taxpayer which is comprised solely of 2 or more outside directors, (ii) the material terms under which the remuneration is to be paid, including the performance goals, are dis closed to shareholders and approved by a majority of the vote in a separate shareholder vote before the payment of such remuneration, and (iii) before any payment of such remuneration, the compensation committee referred to in clause (i) certifies that the performance goals and any other material terms were in fact satisfied.”
1 later decision quote this exact passage · from the majority
How this case has been treated — in progress
Whether each later court followed, distinguished, criticized, or overruled this decision. The treatment classification (task #35) runs highest-cited cases first and lights up here as it reaches this one.