A plan by Lone Star Steak House to retain and protect employees based on an arrangement that would be triggered by votes of the “existing directors” under certain circumstances, was upheld recently in California Public Employees’ Retirement System v. Coulter. The plan was only in effect for 2 years and no payments were made under the plan. CalPERS argued that the plan was a breach of the board’s fiduciary duty in that it gave the board members differential voting powers based on a classification not present in the Certificate of Incorporation. The opinion rebuffed the argument that the reasoning of Carmody v Toll Brothers should apply, because under the Lone Star plan, the voting power of the board members was neither limited nor expanded, and thus did not require for its effectiveness a special provision in the Certificate of Incorporation. The Chancery Court also rejected, however, the argument that the issue should not be addressed in light of no damages having been suffered under the plan, based on the equitable theory that “every wrong has a remedy” (in the event that it was found to have been a breach of fiduciary duty), and also due to the theory that a court can address an issue that might not be ripe but that is a recurring issue which often evades review.