A recent Delaware Court of Chancery decision provides a helpful explanation of the standard of review for claims of excess director compensation, in Stein v. Blankfein, C.A. No. 2017-0354-SG (Del. Ch. May 31, 2019). The decision also explains the prerequisites for stockholder ratification to be sufficient in order to shift the standard from entire fairness to the business judgment rule. The Delaware Supreme Court addressed this issue: In re Investors Bancorp, Inc. Stockholder litigation, 177 A.3d 1208 (Del. 2017). The claims in the Stein case survived a motion to dismiss in part because the court found that the business judgment rule did not apply.