Calma v. Templeton, C.A. No. 9579-CB (Del. Ch. April 30, 2015). This Delaware Court of Chancery opinion is must reading for anyone advising a board on the procedure to follow for board determinations of compensation for fellow board members to the extent that one hopes to secure the benefits of the deferential business judgment review standard.
In this case, a motion to dismiss was denied, and the entire fairness test was deemed applicable, where decisions on the precise amount and type of director compensation were not properly ratified by stockholders, and the self-interested nature of the compensation decisions awarding compensation to board members made the business judgment rule standard inapplicable.
Also useful is the textbook-like discussion of the Aronson and Rales standards for pre-suit demand analysis.