In re The Goldman Sachs Group, Inc. Shareholder Litigation

Goldman Sachs's directors (defendants) proposed compensation around 44 percent of net revenues annually from 2007 to 2009, shortly after a government bailout saved the firm from collapse; shareholders (plaintiffs) sued, alleging the "pay for performance" structure encouraged excessive risk-taking harmful to shareholders, pointing to one group that earned $9.06 billion in net revenue in 2008 but still lost $2.7 billion after bonuses, and arguing the Audit Committee's risk oversight had failed. The plaintiffs sought equitable relief for breach of fiduciary duty, though Goldman's charter contained an exculpation provision under 8 Del. C. § 102(b)(7).